CLASSIC MINERALS LTD - Capital/Financing Update 2013

ACN 119 484 016

REPLACEMENT PROSPECTUS

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 be accepted.

The Closing Date of this Offer is 5 April 2013.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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IMPORTANT NOTICE
This is an important document that you should read in its entirety. You should
consider carefully the risk factors in Sections 1.4 and 4 in light of your personal
circumstances and seek professional advice before you decide whether to invest.
The Offer does not take into account your investment objectives, financial situation
or particular needs. The Shares offered pursuant to this Prospectus should be
considered highly speculative.
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CORPORATE DIRECTORY

CLASSIC MINERALS LIMITED ACN 119 484 016

DIRECTORS

Justin Doutch Executive Director Stanislaw Procak Non-Executive Director Paul Lambrecht Non-Executive Director

COMPANY SECRETARY

Kent Hunter

INVESTIGATING ACCOUNTANTS

Stantons International Pty Ltd (trading as Stantons International Securities) Level 2, 1 Walker Avenue WEST PERTH WA 6005

SHARE REGISTRY*

Advanced Share Registry Services 150 Stirling Highway Nedlands WA 6009

REGISTERED OFFICE

Suite 2, 40 Cedric Street STIRLING WA 6021

AUDITORS*

Stantons International Audit and Consulting Pty Ltd (trading as Stantons International) Level 2, 1 Walker Avenue WEST PERTH WA 6005

CONTACT DETAILS

Website: www.classicminerals.com.au Email: [email protected] Ph: (08) 9349 5101 Fax: (08) 9349 5103

These parties had no involvement in the preparation or issue of this Prospectus. Their names appear for information purposes only.

PROPOSED ASX CODE: CLZ

IPO COMPLIANCE MANAGERS

Mining Corporate Pty Ltd Level 45 108 St Georges Terrace PERTH WA 6000

LEGAL ADVISORS TO THE COMPANY

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

INDEPENDENT GEOLOGIST

CoxsRocks Pty Ltd 22 Boreham Street COTTESLOE WA 6011

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Front cover photo: Fraser Range Tenement E28/1904

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CLASSIC MINERALS LIMITED – REPLACEMENT PROSPECTUS
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IMPORTANT NOTICE.......................................................2	IMPORTANT NOTICE.......................................................2
1.	INVESTMENT OVERVIEW....................................4
1.1.	Important Notice.................................................................4
1.2.	The Projects........................................................................4
1.3.	Investment Highlights.........................................................4
1.4.	Key Risks..............................................................................5
1.5.	Key Features of the Company’s business Model.................7
1.6.	Key Financial Information...................................................8
1.7.	Information on Directors and Executives...........................9
1.8.	Indicative Timetable.........................................................10
1.9.	Disclosure of Interests.......................................................10
1.10.	Agreements with Directors or Related Parties.................10

3.	COMPANY AND PROJECT OVERVIEW........20
3.1.	Background........................................................................20
3.2.	Details of the Projects......................................................20
3.3.	Proposed Exploration Budget............................................22
3.4.	Project Generation............................................................23
3.5.	Competent Persons Statement.........................................24
4.	RISK FACTORS.........................................................25
5.	CORPORATE GOVERNANCE...........................28
6.	INDEPENDENT GEOLOGIST’S
	REPORT.......................................................................30

2.	DETAILS OF THE OFFER ....................................14
2.1.	Shares Offered for Subscription........................................14
2.2.	Minimum Subscription.......................................................14
2.3.	Purpose of the Offer.........................................................14
2.4.	Use of Funds......................................................................14
2.5.	Pro-forma Capital Structure .............................................15
2.6.	Proposed Non-Renounceable Entitlement Issue
	of Options after Listing.....................................................16
2.7.	Substantial Shareholders...................................................16
2.8.	Restricted Securities.........................................................17
2.9.	How to Apply for Shares....................................................17
2.10.	Allotment of Shares...........................................................17
2.11.	ASX Listing.........................................................................18
2.12.	Applicants Outside Australia.............................................18
2.13.	Underwriting......................................................................18
2.14.	Commissions on Application Forms...................................18
2.15.	CHESS.................................................................................18
2.16.	Risk Factors.......................................................................19
2.17.	Forecasts ...........................................................................19
2.18.	Dividends...........................................................................19
2.19.	Privacy Disclosure..............................................................19
2.20.	Enquiries............................................................................19

7.	INVESTIGATING ACCOUNTANT’S
	REPORT.......................................................................55
8.	SOLICITOR’S REPORT ON MINING
	TENEMENTS.............................................................68
9.	SUMMARY OF MATERIAL CONTRACTS....77
10.	ADDITIONAL INFORMATION ........................81
11.	GLOSSARY..................................................................88
12.	CONSENT BY THE DIRECTORS......................90

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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IMPORTANT NOTICE

This Replacement Prospectus is dated 1 March 2013 (“Prospectus”).

A copy of this Prospectus was lodged with the ASIC on 1 March 2013. It replaces the original prospectus lodged with ASIC on 18 February 2013 (“Original Prospectus”). Neither the ASIC nor ASX take any responsibility for the contents of this Prospectus.

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

No Shares will be issued on the basis of this Prospectus later than thirteen months after the date of this Prospectus. Application will be made within seven days after the date of this Prospectus for permission for the Shares offered by this Prospectus to be listed for Quotation.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. 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 an offer.

Applicants should read this document in its entirety and, if in any doubt, consult with their professional advisors before deciding whether to apply for Shares. There are risks associated with an investment in Classic Minerals Limited and the Shares offered under this Prospectus must be regarded as a speculative investment. The Shares offered under this Prospectus carry no guarantee with respect to return on capital investment, payment of dividends or the future value of the Shares.

Certain abbreviations and other defined terms are used throughout this Prospectus. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations used are set out in Section 11 of this Prospectus.

All amounts are in Australian dollars unless otherwise specified.

EXPOSURE PERIOD

In accordance with Chapter 6D of the Corporations Act, the Original Prospectus was subject to an exposure period of seven days from the date of lodgement of the Original Prospectus with the ASIC. This period was extended by the ASIC for a further period of seven days. This Prospectus is not subject to an exposure period due to ASIC Class Order 00/169.

ELECTRONIC PROSPECTUS

This Prospectus will be issued in paper form and as an electronic Prospectus, which may be viewed online at www.classicminerals.com.au. The offer of Shares pursuant to this Prospectus is available to persons receiving an electronic version of this Prospectus in Australia. The Corporations Act 2001 prohibits any person from passing onto another person the Application Form unless it is attached to or accompanied by the complete and unaltered version of this Prospectus. During the Offer Period, any person may obtain a hard copy of this Prospectus by contacting the Company by e-mail at [email protected]

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

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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IMPORTANT NOTICE
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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 forward-looking 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. These risk factors are set out in Section 1.4 and 4 of this Prospectus.

PHOTOGRAPHS AND DIAGRAMS

Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person shown endorses the Prospectus or its contents or that the assets shown in them are owned by the Company. Diagrams used in this Prospectus are illustrative only and may not be drawn to scale.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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1. INVESTMENT OVERVIEW

1.1 IMPORTANT NOTICE

Prospective investors should read this Prospectus in its entirety, including the Independent Geologist’s Report in Section 6, the Investigating Accountant’s Report in Section 7, and the Solicitor’s Report on Mining Tenements in Section 8.

Neither Classic Minerals Limited nor any other person guarantees the performance of the Shares offered pursuant to this Prospectus, or the performance of Classic Minerals Limited or the return on any investment. An investment in the Company should be considered speculative.

1.2 THE PROJECTS

Classic Minerals Limited (“Classic” or the “Company”) holds a 100% interest in 3 tenements and 1 tenement application plus an Option Agreement with Golden West Resources Limited (“Golden West”) to earn a 90% interest in the Doherty's tenement (“Tenements”). The Tenements cover a total area of 380 square kilometres collectively in the Eastern Goldfields, Murchison and Fraser Range Provinces of Western Australia. The Tenements that comprise the Classic portfolio are listed below:

PROJECT PROSPECT TENEMENT HOLDER AREA KM[2] FRASER RANGE Fraser Range (Ni/Cu Au-Garnet) E28/1904 Classic 82.59 MOUNT MAITLAND Mount Maitland (U-PGE'S) E51/1267 Classic 156.80 MOUNT MAITLAND Mount Maitland (U-PGE'S) E51/1485 Classic 44.27 COWARNA ROCKS (application pending) Cowarna Rocks (Fe) E28/2238 Classic 94.38 DOHERTYS Doherty’s (Au) M57/619 Golden West 1.74 Total* 379.78

*Classic holds an option to acquire a 90% interest in a Mining Lease from Golden West in an area which covers a historical underground gold mining operation.

A summary of the Projects is set out in Section 3 of this Prospectus and more detailed information is included in the Independent Geologist’s Report in Section 6 of this Prospectus.

1.3 INVESTMENT HIGHLIGHTS

Classic is an Australian based exploration company which holds a 100% interest in 3 Tenements over 2 Projects, an application for an additional tenement and an option to acquire a 90% interest in a Mining Lease. These exploration Tenements are in areas with identified high grade nickel, copper, cobalt, manganese, gold, base metal and uranium targets.
The Company has been established to enable investors to capitalise on any benefits attributable to exploration success in evaluating the economic potential of the Projects, as outlined in the Independent Geologist’s Report.
The Projects are strategically located in established mineral fields and are considered to be highly prospective.
The Board has extensive and relevant experience in the exploration and finance industries.
Classic plans to expand its project portfolio by identifying and pursuing other promising exploration project targets in Western Australia, greater Australia and internationally.

The above highlights are a brief summary only, and must be read in conjunction with the remainder of this Prospectus. Particular attention should be made to the Risk Factors detailed in Sections 1.4 and 4 of this Prospectus.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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1. INVESTMENT OVERVIEW
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1.4 KEY RISKS

The business, assets and operations of the Company are subject to certain risk factors that have the potential to influence the operating and financial performance of the Company in the future. These risks can impact on the value of an investment in the securities of the Company.

Set out below are specific risks that the Company is exposed to. Further risks associated with an investment in the Company are outlined in Section 4.

The Board aims to manage these risks by carefully planning its activities and implementing risk control measures. Some of the risks are, however, highly unpredictable and the extent to which they can be managed is limited.

(a) Status of Tenements

The Company’s assets comprise of 3 Exploration Licences and an option to acquire a 90% interest in 1 Mining Lease. The Company also has 1 Exploration Licence application. The Company cannot guarantee that the Exploration Licence application will be granted or that the Exploration Licences will be renewed beyond their expiry date and there is a material risk that, in the event the Company is unable to renew the granted tenements beyond their current expiry date, the Company’s interest in the Projects will be relinquished.

(b) Contractual Risk – Option Agreement

The Company’s Doherty’s Project is held pursuant to an Option Agreement with Golden West Resources Limited. The Company is reliant on the vendor complying with the terms and conditions attaching to the Option Agreement and the conditions attaching to the Mining Lease (as applicable). Should the vendor fail to comply with the terms of the Option Agreement, the Company’s interest may be adversely affected.

In addition, Classic is currently required to spend $200,000 on exploration work and make payment of $80,000 before 30 April 2013 to exercise the option to acquire a 90% interest in the Doherty’s Project.

It is unlikely that the Company will complete these conditions prior to 30 April 2013, thus the Company’s ability to acquire a 90% interest in the Doherty’s Project is contingent on the Company successfully negotiating an extension of the option term or varying the terms of agreement.

The Company has commenced negotiations with Golden West Resources Limited and anticipates a variation of the terms within the specified timeframe.

(c) Financial Reporting Risk

The Company lodged the annual report to shareholders (Annual Report) for the year ended 30 June 2012 on 28 February 2013, some five (5) months after its due date pursuant to Chapter 2M of the Corporations Act. The Company also lodged the Annual Report to shareholders for the year ended 30 June 2011 on 15 February 2013 some seventeen (17) months after its due date pursuant to Chapter 2M of the Corporations Act. This late lodgement of the 2012 and 2011 Annual Reports means that the Company breached its financial reporting requirements under Chapter 2M of the Corporations Act. Shareholders should be aware that these breaches may affect the Company’s operations going forward.

(d) Exploration Risk

Potential investors should understand that mineral exploration and development is a high-risk undertaking. There can be no assurance that exploration of the Projects or any other exploration properties that may be acquired in the future will result in the discovery of an economic resource. Even if an apparently viable resource is identified, there is no guarantee that it can be economically exploited.

The future exploration activities of the Company may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, native title process, changing government regulations and many other factors beyond the control of the Company.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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The success of the Company will also depend upon the Company having access to sufficient development capital, being able to maintain title to the Projects and obtaining all required approvals for its activities. In the event that exploration programs are unsuccessful this could lead to a diminution in the value of the Projects, a reduction in the cash reserves of the Company and possible relinquishment of part or all of the Projects.

(e) Capital Structure

Should Classic raise the minimum Subscription, 17,500,000 Shares will be issued under the Offer and a total of 199,826,713 Shares will be on issue. The Shares issued under the Offer will represent 8.8% of the issued capital in the Company.

Should Classic raise the full Subscription, 22,500,000 Shares will be issued under the Offer and a total of 204,826,713 Shares will be on issue. The Shares issued under the Offer will represent 11.0% of the issued capital in the Company.

Shareholders should be aware that the Shares to be issued under the Offer collectively represent a minor shareholding in the Company.

(f) Operating Risks

The operations of the Company may be affected by various factors, including failure to locate or identify mineral deposits; failure to achieve predicted grades in exploration and mining; operational and technical difficulties encountered in mining; difficulties in commissioning and operating plant and equipment; mechanical failure or plant breakdown; unanticipated metallurgical problems which may affect extraction costs; adverse weather conditions; industrial and environmental accidents; industrial disputes; and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

No assurances can be given that Classic will achieve commercial viability through the successful exploration and/or mining of its tenement interests. Until Classic is able to realise value from its Projects, it is likely to incur ongoing operating losses.

(g) Title Risks and Native Title

Interests in tenements in Australia are governed by the respective State legislation and are evidenced by the granting of licenses or leases. Each license or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interest in Tenements if licenses conditions are not met or if insufficient funds are available to meet expenditure commitments. It is also possible that, in relation to tenements which the Company has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

(h) Resource Estimates

Resource estimates are expressions of judgment based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company’s operations.

(i) Exploration Cost Estimate

The exploration costs of the Company described in Section 3.3 (Proposed Exploration Budget) and Section 6 (Independent Geologist’s Report) of this Prospectus are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties. Accordingly, the

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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1. INVESTMENT OVERVIEW
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actual costs may materially differ from these estimates and assumptions. No assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company’s viability.

(j) Access to infrastructure

There is currently limited capacity and high demand for rail and port services for the export of mineral products in Australia. In the event that the Company progresses to production, there is no guarantee that suitable and affordable rail and port capacity will be available, which could have a materially adverse impact on the Company.

In the event that the Company progresses the development and commercialisation of any of its assets toward production, it will also require the use of both power and water infrastructure. Due to high demand for power and water access, there is a risk that the Company may not be able to procure access to power and water which could have a materially adverse impact on the Company.

(k) Additional Requirements for Capital

The Company’s capital requirements depend on numerous factors. Depending on the Company’s ability to generate income from its operations, the Company may require further financing in addition to amounts raised under this Prospectus. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programs as the case may be.

The above list is not to be taken as an exhaustive list of the risks faced by the Company or by investors in the Company. Prospective investors should carefully review the Risk Factors set out in Section 4 of this Prospectus and consult their professional adviser with any questions.

1.5 KEY FEATURES OF THE COMPANY’S BUSINESS MODEL

Classic will invest Shareholder funds in nickel, copper, cobalt, manganese, gold, base metals and uranium exploration. Over the medium to long term, its goal is to develop the assets and expand into mining projects to create value for the Company and deliver value to Shareholders. Growing the value per share of the Company is the key priority.

The Company’s aim is to become a nickel, copper, cobalt, manganese, gold, base metal and uranium explorer via successful exploration and project acquisition and to provide its Shareholders with a balanced risk portfolio. The Board and management of Classic have a broad range of expertise with technical, operational, financial and commercial skills and experience in the discovery and exploration of resources.

There are many participants in the gold, nickel, copper, cobalt, manganese, base metals and uranium industries and there are many reasons for success, including the initial identification of project areas on the basis of prospectivity; the quality of preparatory work prior to embarking on exploration programs; the quality and professionalism of field personnel employed; the experience and qualifications of management; and geological probability. A combination of all of these factors is considered necessary for the implementation of a successful exploration strategy.

The board and management team that has been assembled are capable of delivering positive results. This reputable team has in their present or previous roles been instrumental in major resource financing, discovery, and turn key developments in the exploration industry.

The success of Classic in meeting the Company’s objectives will be linked to its exploration success, market conditions, retention of key management personnel and the Company’s ability to minimise all of the risk factors facing the Company as detailed in Sections 1.4 and 4.

The Board endorses the Corporate Governance Principles and Recommendations as published by ASX Corporate Governance Council and has adopted corporate governance charters and policies reflecting those ASX Recommendations as detailed in Section 5.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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1.6 KEY FINANCIAL INFORMATION

Set out in the table below are the audited statement of financial position as at 30 June 2012 and Statement of Comprehensive Income for the financial years ended 30 June 2011 and 30 June 2012.

STATEMENT OF FINANCIAL POSITION
CURRENT ASSETS
Cash and cash equivalents
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Plant and equipment
Other assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Employee provision
Borrowings
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET LIABILITIES
EQUITY
Issued capital
Accumulated losses
TOTAL EQUITY DEFIENCY
STATEMENT OF COMPREHENSIVE INCOME

Revenues from continuing operations
Employee benefits and consultants expense
Legal expenses & professional fees
Commissions
Depreciation and amortisation expense
Exploration expenses
Share-based payments
Travel expenses
Occupancy expenses
Other costs
Loss before income tax expense
Income tax benefit
Loss for the year
Other Comprehensive Income
Income tax on other comprehensive Income
Total Other Comprehensive Income
Total Comprehensive loss for year

30 June 2012
$
93,937
93,937
32,129
58,500
90,629
184,566
443,175
2,500
892,878
1,338,553
1,338,553
(1,153,987)
2,466,974
(3,620,961)
(1,153,987)
30 Jun 2012 30 Jun 2011
$$
7,882 3,162
(473,510) (465,718)
(73,878) (33,171)
(78,364) -
(9,352) (11,942)
(176,726) (27,740)
(59,980) -
(8,844) (8,616)
(89,579) (34,100)
(112,924) (52,600)
(1,075,275) (630,725)
- -
(1,075,275) (630,725)

- -
- -
(1,075,275) (630,725)

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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1. INVESTMENT OVERVIEW
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Both the audit reports for 2011 and 2012 annual reports contained an emphasis on matter of going concern. The audit report drew attention to the ability of the Company to continue as a going concern and to meet planned and committed expenditure requirements is subject to the Company raising further equity and/or loan capital and commencing to trade profitability through its existing business and proposed business activities.

Please refer to the Investigating Accountants Report in Section 7 for the reviewed Statement of Financial Position as at 31 December 2012 and Statement of Comprehensive Income for the half year ended 31 December 2012.

Note: The past performance of the Company is not a guide to the future performance of the Company.

On the successful raising of $4,500,000 ($3,500,000 if minimum subscription or $6,000,000 if full oversubscriptions are accepted), Classic will have the funding required to carry out the exploration and development objectives set out in Section 3 and detailed in the Independent Geologist’s Report in Section 6. These objectives span the first 2 years of the Company’s operations following ASX listing.

Dependent on the outcome of the Company’s exploration activities, further funding may be required to undertake development of the projects, further exploration or acquisitions.

Access to additional funding will depend on market conditions and Company results. Any subsequent equity raising may dilute Shareholders’ interest in the Company’s shares. In addition, there is no guarantee that there will be an ongoing liquid market for Shares. Accordingly, there is a risk that, should the market for Shares become illiquid, Shareholders will be unable to realise their investment in the Company.

Details of the Company’s financial position and pro forma financial position are set out in the Investigating Accountants Report in Section 7.

1.7 INFORMATION ON DIRECTORS AND EXECUTIVES

Mr Justin Doutch

Executive Director

Mr Doutch has served in the resource industry of Western Australia for the past 15 years, where he has gained extensive experience in areas of drilling, mineral exploration and project financing. Mr Doutch has a background in the establishment, development and operation of a successful business, having formerly owned and operated a Goldfields engineering company. More recently Mr Doutch has been serving as a Non-Executive Director of Ironstone Resources Limited, actively involved in the exploration and acquisition of a diverse range of tenements in Western Australia. Further Mr Doutch is a Non-Executive Director in Patron Commodity Partners specialising in marketing and sales of iron ore in the international marketplace. Mr Doutch’s experience in exploration and the development of processes to expediently access and explore Classic’s tenements is invaluable as is its alignment to the process of marketing its value to investors and end-users alike.

Mr Stanislaw Procak

Non-Executive Director

Mr Procak is an experienced manager with over 35 years’ of mining experience particularly in Western Australia. His specific area of experience comprises the coordinating of the complete set-up for mining projects from grass roots including staffing, operating budgets, financial management, mining techniques and methods and staff motivation to attain significant project milestones including throughput and grades. Immediately prior to joining Classic, Mr Procak was project manager at Golden West Resources Limited and prior to that General Manager Operations with Mawson West Ltd. Mr Procak’s experience includes employment in senior positions at Telfer Gold Mine, Big Bell Gold Mine, Golden Grove Polymetalic Mine and Kambalda Nickel Operations.

Mr Paul Lambrecht (B.Bus FFin)

Non-Executive Director

Mr Lambrecht is an investment advisor with over 16 years’ experience in the financial services industry specialising in the natural resource sector. He has worked for Trustee companies and stockbroking firms for both global and local broking companies, including HSBC, Solomon Smith Barney and Citigroup, providing advice and strategies to retail, institutional and corporate client Paul holds a Bachelor of Business degree and has a Graduate Diploma in Applied Finance and Investment.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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Mr Kent Hunter (B.Bus, CA)

Company Secretary

Mr Hunter is a chartered accountant with over 22 years corporate and company secretarial experience. Mr Hunter has been involved in the listing of over 30 companies on the ASX in the past 9 years. He has experience in capital raisings, ASX compliance and regulatory requirements and is currently a director of Cazaly Resources Limited, Carbon Conscious Ltd, Western Manganese Ltd, Krakatoa Resources Limited, Stratum Metals Limited and is company secretary of two other ASX listed entities.

Commencing with Hall Chadwick Chartered Accountants in 1990, Mr Hunter completed his professional year and became chartered in 1993. Mr Hunter joined Ord Partners Chartered Accountants in 1995 and became Corporate and Audit Manager for a range of listed and unlisted entities. Mr Hunter founded Mining Corporate in 2000 and established a business of identifying projects requiring a route to commercialisation including industrial, technology, mining and exploration companies.

1.8 INDICATIVE TIMETABLE

1.8 INDICATIVE TIMETABLE
Lodgement of Prospectus with ASIC	1 March 2013
Opening Date for Applications	5 March 2013
Closing Date for Applications	5 April 2013
Expected dispatch of holding statements	12 April 2013
Expected date for listing on ASX	19 April 2013

These dates are indicative only and may vary. Classic reserves the right to close the Offer early, or extend the Closing Date without prior notice. Applicants are therefore encouraged to submit Applications as soon as possible after the Opening Date.

1.9 DISCLOSURE OF INTERESTS

The Company has paid $117,777 (inclusive of superannuation) to its Executive Director in the last 12 months to the date of this Prospectus. No remuneration will be paid or accrued to the Non-Executive Directors until such time as the Company is admitted to the Official List.

For each of the Directors, the proposed annual remuneration (inclusive of superannuation) for the 12 months following the Company being admitted to the Official List, together with the relevant interest of each of the Directors in the securities of the Company as at the date of this Prospectus are set out in the table below.

Director Annual Remuneration No. of Shares Justin Doutch $196,200 2,000,004 Paul Lambrecht $54,500 1,200,002 Stanislaw Procak $54,500 1,650,002

1.10 AGREEMENTS WITH DIRECTORS OR RELATED PARTIES

The Company’s policy in respect of related party arrangements is:

(a) a Director with a material personal interest in a matter is required to give notice to the other Directors before such a matter is considered by the Board; and
(b) for the Board to consider such a matter, the Director who has a material personal interest is not present while the matter is discussed.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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1. INVESTMENT OVERVIEW
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Employment agreement – Justin Doutch

On 19 November 2012, the Company entered into a services agreement with Mr Justin Doutch (“Justin Doutch Agreement”) effective from 9 November 2012. Under the Justin Doutch Agreement, Mr Doutch is engaged by the Company to provide services to the Company in the capacity of Managing Director. The Justin Doutch Agreement has no fixed term.

The Justin Doutch Agreement contains standard termination provisions under which the Company can give notice of termination, or alternatively, payment in lieu of services. In addition, Mr Doutch is entitled to all unpaid remuneration and entitlements up to the date of termination.

Mr Doutch is to be paid an annual remuneration of $180,000 plus statutory superannuation and is entitled to the supply of a motor vehicle. Upon termination or after a period of 5 years, the motor vehicle ownership will be transferred to Mr Doutch at a nil consideration at which point all running costs will be at the expense of Mr Doutch. Mr Doutch will also be reimbursed for reasonable expenses incurred in carrying out his duties.

Non-Executive Director Letter Agreements

The Company has entered into non-executive director letter agreements with both Paul Lambrecht and Stanislaw Procak, to provide for the terms and conditions on which the Non-Executive Directors would carry out their duties to the Company and the Non-Executive Directors agreed to act as Non-Executive Directors to the Company.

Mr Lambrecht and Mr Procak are both to be paid an annual remuneration of $50,000 plus statutory superannuation and be reimbursed for reasonable expenses incurred in carrying out their duties.

Directors’ Remuneration

The Constitution of the Company provides that the remuneration of non-executive Directors will be not more than the aggregate fixed sum determined by a general meeting. The aggregate remuneration for non-executive Directors has been set at an amount not to exceed $500,000 per annum.

Corporate Advisory Agreement – Mining Corporate Pty Ltd

The Company has entered into an agreement with Mining Corporate Pty Ltd (“Mining Corporate”) (an entity which Kent Hunter is a director and has a beneficial interest) to provide financial and corporate advice and assistance in relation to the initial public offering of the Company (“Mining Corporate Mandate”), specifically:

(a) management of the Company’s IPO;
(b) engagement of independent experts required for the purpose of including reports in the Prospectus;
(c) acting as a member of the IPO due diligence committee;
(d) coordinating and liaising with lawyers, independent experts, ASIC and ASX as required;
(e) managing resources to minimise costs and avoid duplication;
(f) coordinating preparation and content of the Prospectus;
(g) negotiation with stockbroking firms and other financiers to ensure the IPO is completed;
(h) corporate advisory services; and
(i) other such services mutually agreed as appropriate in the circumstances.

If the company requests Mining Corporate to perform any services not contemplated by the Mining Corporate Mandate, the terms and conditions of such services will be outlined in a separate mandate.

The total consideration payable by the Company to Mining Corporate is not to exceed $60,000 (plus GST) (Work Fee) without prior approval of the Company. The Company must make a payment of 40% of the Work Fee to Mining Corporate on lodgement of this Prospectus. The balance of the Work Fee is payable upon admission of the Company to the Official List.

Additionally, the Company will reimburse Mining Corporate for all reasonable expenses reasonably and properly incurred in carrying out the services.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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The Mining Corporate Mandate contains other standard terms and conditions expected to be included in an agreement of this nature.

Sale of Mining Tenements to Ironstone Resources Limited

On 16 January 2013, the Company entered into a sale of mining tenements agreement with Ironstone Resources Limited (an entity which Justin Doutch is a director and has a beneficial interest) to sell tenements E38/2084, E25/453, E25/421, E25/435 and E28/2138 (“Sale of Mining Tenements Agreement”).

The Board considered the Sale of Mining Tenements Agreement and the need for member approval for a related party benefit, however concluded that the transaction was made on arm’s length terms and met the exemption under Section 210 of Corporations Act. This conclusion was based on the terms of the Sale of Mining Tenements Agreement that:

(a) would be reasonable in the circumstances if the public company or entity and the related party were dealing at arm’s length; or
(b) are less favourable to the related party than the terms referred to in paragraph (a).

Classic holds a 100% interest in all tenements under the Sale of Mining Tenements Agreement, except for E25/453 which is subject to an option agreement with Guide Resources Pty Ltd (“Guide Resources”). Guide Resources has waived their right to retain the tenement under the option agreement.

Under the Sale of Mining Tenements Agreement, Classic has agreed to sell all its right, title and interest in the Tenements, free from any encumbrances to the Ironstone Resources Limited (Ironstone) in consideration of the payment of $200,000 cash and 2,750,000 fully paid ordinary shares in the capital of Ironstone (a deemed value of $550,000) for a total consideration of $750,000 (Consideration).

Classic will also be entitled to one of the following royalties in respect of any mining operation resulting in commercial production from the tenements:

(a) Precious Metals Royalty

A royalty equal to:

(i) $5 per ounce of gold produced if at the time of production the gold price is less than $1000 per ounce;
(ii) $10 per ounce of gold produced if at the time of production the gold price is not less than $1000 per ounce but not more than $1700 per ounce;
(iii) $15 per ounce of gold produced if at the time of production the gold price is not less than $1700 per ounce but not more than $2000 per ounce;
(iv) $20 per ounce of gold produced if at the time of production the gold price is more than $2000 per ounce; or
(b) Nickel and Base Metal Royalty

A royalty equal to 2% of the Net Smelter Return in respect of nickel and/or base metals recovered from the Tenement; or

(c) All other Product
A 2% Gross Production Royalty of all Other Product produced from the Tenements.

PROVIDED THAT in no event will the amount payable in any accounting period exceed the value of Production.

Ironstone will within 90 business days of the agreement being executed (being 16 January 2013) pay the Consideration to Classic. Transfer of the right, title and interest from Classic to Ironstone will be completed once the Consideration is received by Classic.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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1. INVESTMENT OVERVIEW
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Ironstone agrees that it will not dispose of the tenements or any interest in the tenements or any of its rights or obligations under the Sale of Mining Tenements Agreement without the prior written consent of Classic except when Ironstone is obliged to make a compulsory relinquishment of part of a tenement.

If Ironstone decides that any tenement (or any portion of a tenement) should be surrendered (“Surrendered Tenement”), the Surrendered Tenement must, before its surrender, be offered by notice in writing (for no consideration) to Classic.

All Stamp Duty (and any registry fees) which may be payable in respect of the Sale of Mining Tenements Agreement and of any document, act, matter or thing required pursuant to the agreement to be executed or done shall be paid by the Purchaser.

The Sale of Mining Tenements Agreement contains other standard terms and conditions expected to be included in an agreement of this nature.

Loan payable to John Doutch

The Company has a loan payable to John Doutch (a related party of Executive Director Justin Doutch) as at 31 December 2012 of $195,872. The Company intends to repay the loan to John Doutch following admission to the Official list of the ASX, as disclosed in the Use of Funds table in Section 2.4. The Board does not consider the transaction a related party benefit as John Doutch was a founder of the Company when it was incorporated in May 2006, the loan was made on commercial terms and existed prior to Justin Doutch joining the Board of Classic.

Deeds of Indemnity and Access

The Company has entered into deeds of indemnity, insurance and access with each of its appointed Directors and Company Secretary. Under those deeds, the Company has agreed to indemnify each Director to the extent permissible by the Corporations Act against any liability arising as a result of that Director acting in the capacity as an officer of the Company.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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2. DETAILS OF THE OFFER

2.1 SHARES OFFERED FOR SUBSCRIPTION

Pursuant to this Prospectus, the Company offers for subscription up to 22,500,000 Shares at an issue price of $0.20 each to raise up to $4,500,000 (before expenses of the Offer). The Company may also accept 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 (before expenses of the Offer). The maximum amount which may be raised under this Prospectus is therefore $6,000,000 (before expenses of the Offer).

The Shares offered under this Prospectus will rank equally with the existing Shares on issue.

The Company reserves the right to reject any application or to allocate any applicant fewer Shares than the number applied for.

2.2 MINIMUM SUBSCRIPTION

The minimum subscription to the Offer is 17,500,000 Shares at an issue price of $0.20 each to raise $3,500,000 (before expenses of the Offer). If the minimum subscription has not been raised within three (3) months after the date of this Prospectus, all Applications will be dealt with in accordance with the Corporations Act.

2.3 PURPOSE OF THE OFFER

The purpose of the Offer is to facilitate an application by the Company for admission of the Company to the Official List of ASX and position the Company to achieve the objectives set out in Section 1.5.

2.4 USE OF FUNDS

The Company intends to apply funds raised from the Offer, together with existing cash reserves, over the first two years following admission of the Company to the Offical List of ASX as follows:

Minimum Full Full Over Use of Funds Subscription Subscription Subscription $ $ $ Pre-Offer cash and receivables 1,527,908 1,527,908 1,527,908 Receivable from Ironstone pursuant to Sale of Mining Tenements Agreement 200,000 200,000 200,000 Total to be raised in the Offer 3,500,000 4,500,000 6,000,000 Total Funds Available 5,227,908 6,227,908 7,727,908 Year 1 Expenditure Payment of payables 621,637 621,637 621,637 Exploration expenditure (refer to Section 3.3) 765,000 1,030,000 1,165,000 Expenses of the Issue 535,000 585,000 685,000 Loan repayments 255,872 255,872 255,872 Administration costs 500,000 600,000 700,000 Total Expenditure Year 1 2,677,509 3,092,509 3,427,509 Total Funds Available - End of Year 1 2,550,399 3,135,399 4,300,399 Year 2 Expenditure Acquisiton of 90% interest in the Doherty's Project 80,000 80,000 80,000 Exploration Expenditure (refer to Section 3.3) 1,240,000 1,680,000 2,180,000 Administration Costs 525,000 625,000 725,000 Total Expenditure Year 2 1,845,000 2,385,000 2,985,000 Total Funds Available - End of Year 2 705,399 750,399 1,315,399

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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2. DETAILS OF THE OFFER
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Note:

In the event that more than the minimum subscription and less than the full subscription, or more than the full subscription and less than the full oversubscription is raised, the Company intends to allocate the funds primarily towards evaluation and exploration (after expenses of the Offer) and budgets will be scaled back proportionately based on the level of subscription achieved.
The “Use of Funds” table is a statement of current intentions as at the date of lodgement of this Prospectus with the ASIC. As with any budget, intervening events (including exploration success or failure) and new circumstances have the potential to affect the ultimate way funds will be applied. The Board reserves the right to alter the way funds are applied on this basis.
Exploration expenditures will be reviewed on an on-going basis, depending upon the nature of results forthcoming from the respective work programs.
Further, it is the Company’s intention to increase and accelerate its exploration and drilling programs to achieve results as soon as practicable and, subject to encouraging results being obtained, to delineate resources. The Company may seek to raise additional funds within two years after listing on ASX to the extent required to increase and accelerate the exploration and drilling programs as determined by the Board.
The Company notes that $750,399 in funds are available at the end of year 2 based on the full subscription amount. These remaining funds will be applied towards working capital, subject to intervening events and new circumstances.

Following the completion of the Offer, the Company will have sufficient working capital to carry out its stated objectives.

2.5 PRO-FORMA CAPITAL STRUCTURE

The pro-forma capital structure of Classic is summarised in the table below on the basis of Classic raising the minimum subscription (17,500,000 Shares), full subscription (22,500,000 Shares) and full oversubscription (30,000,000 Shares) under the Offer.

Minimum Subscription Full Subscription Full Oversubscription Description Number ($3.5m) % Number ($4.5m) % Number ($6m) % Shares Promoter Shares 70,355,000 35.2 70,355,000 34.3 70,355,000 33.1 Pre-IPO Seed 111,971,713 56.0 111,971,713 54.7 111,971,713 52.7 IPO 17,500,000 8.8 22,500,000 11.0 30,000,000 14.1 Total Shares 199,826,713 100.0 204,826,713 100.0 212,326,713 100.0

Ordinary Shares

A total of 204,826,713 Shares will be on issue in the Company upon full subscription of the Offer. The rights attaching to Ordinary Shares are summarised in Section 10 of the Prospectus.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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2.6 PROPOSED NON-RENOUNCEABLE ENTITLEMENT ISSUE OF OPTIONS AFTER LISTING

Classic proposes to offer a non-renounceable entitlements issue of Options approximately three months after the Shares commence trading on ASX. All shareholders registered on the share register of the Company at a date to be announced (Record Date) by the Company to the ASX will be entitled to participate in the proposed non-renounceable entitlement issue of Options on the basis of one Option for every two Shares held on the Record Date.

The Options will be issued at a price of one ($0.01) cent each with an exercise price of $0.20 and an expiry date of 30 June 2015 (Entitlement Options). Refer to Section 10.2 for the full terms of the Entitlement Options.

It is proposed to apply for the Entitlement Options to be quoted on ASX. A disclosure document for the proposed nonrenounceable entitlements issue of Entitlement Options will be issued when the securities are offered if required under the Corporations Act. To subscribe for the Entitlement Options, you must complete the application that will be in, or accompany, the forthcoming disclosure document.

2.7 SUBSTANTIAL SHAREHOLDERS

Those Shareholders holding 5% or more of the Shares on issue both as at the date of this Prospectus and on completion of the Offer (assuming full subscription) are set out in the respective tables below.

As at the date of the Prospectus:

Shareholder Shares % (fully diluted) Sheldon Coates 16,040,000 8.80 Viking Equities Pty Ltd 11,749,526 6.44 Murano Holdings Pty Ltd 11,500,000 6.31 Gurindji Pty Ltd 10,000,000 5.48

On completion of the Offer (assuming no existing substantial Shareholder subscribes and receives additional Shares pursuant to the Offer):

Shareholder Shares % (fully diluted) Sheldon Coates 16,040,000 6.52 Viking Equities Pty Ltd 11,749,526 5.74 Murano Holdings Pty Ltd 11,500,000 5.61

Given the potential voting power of the substantial shareholders in the Company, the Company has been advised by the substantial holders and to the best of its knowledge and belief believes that:

a) none of the substantial holders are associated, or are acting in concert in relation to their holdings in the Company; and
b) at the date of this Prospectus, the substantial holders do not intend to make any major changes to the business of the Company, its financial or dividend distribution policies, nor redeploy any of the assets of the Company. Other than set out above, the substantial holders have no present intention to inject further capital into the Company.

The statements above are of current intention only, which may change as new information becomes available or circumstances change. The statements should be read in this context.

The Company will announce to the ASX details of its top 20 Shareholders (following completion of the Offer) prior to the Shares commencing trading on ASX.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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2. DETAILS OF THE OFFER
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2.8 RESTRICTED SECURITIES

Securities on issue as at the date of this Prospectus may be subject to the restricted securities provisions of the Listing Rules. Accordingly, a proportion of such securities may be required to be held in escrow for up to 24 months and may not be transferred, assigned or otherwise disposed of during that period. These agreements will be entered into in accordance with the Listing Rules.

In general, securities issued to promoters and related parties are escrowed for 24 months from the date of ASX listing. A portion of securities issued to seed investors and vendors are generally escrowed for 12 months from the date of the issue of the securities. The final number of escrowed securities will be determined by ASX.

2.9 HOW TO APPLY FOR SHARES

Applications for Shares under the Offer can only be made on the Application Form attached to this Prospectus.

The Application Form must be completed in accordance with the instructions set out on the back of each Application Form.

Completed Application Forms and accompanying cheques should, at any time after the Opening Date be:

eted Application Forms and	accompanying	cheques should, at any time after the
Posted to:	OR	Delivered to:
Classic Minerals Limited		Classic Minerals Limited
C/- Advanced Share Registry	Services Ltd	C/- Advanced Share Registry Services
PO Box 1156		150 Stirling Highway
NEDLANDS WA 6909		NEDLANDS WA 6009

Cheques must be made payable to “Classic Minerals Limited – Share Account” and crossed “Not Negotiable”. No brokerage or stamp duty is payable by Applicants.

Applications must be for a minimum parcel of 10,000 Shares representing a minimum investment of $2,000.00 and thereafter in multiples of 5,000 Shares, and can only be made by completing the Application Form attached to this Prospectus.

Applications for less than the minimum parcel of 10,000 shares will not be accepted.

The Company reserves the right to reject any Application or to allocate an Applicant fewer Shares than the number applied for.

2.10 ALLOTMENT OF SHARES

Subject to ASX granting approval for the Company to be admitted to the Official List, the allotment of Shares to Applicants will occur as soon as possible after the Closing Date, following which statements of shareholdings will be dispatched to successful Applicants. It is the responsibility of Applicants to determine their allocation prior to trading in Shares. Applicants who sell Shares before they receive their holding statements will do so at their own risk.

Pending the issue of the Shares, or return of the Application Monies, the Application Monies will be held in trust for the Applicants.

The Directors have the right to allocate Shares under the Offer. The Company may reject any Application or allocate any Applicant fewer Shares than applied for under the Offer.

If an Application is not accepted, or is accepted in part only, the relevant part of the Application Monies will be refunded. Interest will not be paid on Application Monies refunded.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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2.11 ASX LISTING

Within 7 days after the date of this Prospectus, application will be made for the Shares offered by this Prospectus to be granted Quotation.

If approval for Quotation is not granted within three months after the date of this Prospectus, the Company will not allot or issue any Shares, and will repay all Application Monies without interest as soon as practicable.

ASX takes no responsibility for the contents of this Prospectus. The fact that ASX may admit Classic Minerals Limited to the Official List is not to be taken in any way as an indication of the merits of the Company or the Shares offered pursuant to this Prospectus.

2.12 APPLICANTS OUTSIDE AUSTRALIA

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consent are required or whether any other formalities need to be considered and followed.

2.13 UNDERWRITING

The Offer is not underwritten.

2.14 COMMISSIONS ON APPLICATION FORMS

The Company reserves the right to pay a commission of 5% (excl. GST) of amounts subscribed to any licensed securities dealer or Australian Financial Services Licensee in respect of valid applications lodged and accepted by the Company and bearing the stamp of the licensed securities dealer or Australian Financial Services licensee. Payments will be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian Financial Services Licensee.

2.15 CHESS

Classic will apply to participate in the Clearing House Electronic Subregister System (“CHESS”), operated by ASX Settlement Pty Ltd (“ASTC”) (a wholly owned subsidiary of ASX), in accordance with the Listing Rules and ASTC Settlement Operating Rules. On admission to CHESS, the Company will operate an electronic issuer-sponsored subregister and an electronic CHESS subregister. The two subregisters together will make up the Company’s principal register of securities.

Under CHESS, the Company will not issue certificates to Shareholders. Instead, the Company will provide Shareholders with a holding statement (which is similar to a bank account statement) that sets out the number of Shares allotted to that Shareholder under this Prospectus.

This statement will also advise investors of either their Holder Identification Number (“HIN”) in the case of a holding on the CHESS sub-register or Security Holder Reference Number (“SRN”) in the case of a holding on the issuer–sponsored subregister.

A statement will be routinely sent to holders at the end of any calendar month during which their holding changes. A holder may request a statement at any other time however a charge may be incurred for additional statements.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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2. DETAILS OF THE OFFER
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2.16 RISK FACTORS

Prospective investors in the Company should be aware that subscribing for Shares the subject of this Prospectus involves a number of risks. These risks are set out in Section 1.4 and 4 of this Prospectus and investors are urged to consider those risks carefully (and, if necessary, consult their professional adviser) before deciding whether to invest in the Company. The risk factors set out in Sections 1.4 and 4 of this Prospectus, and other general risks applicable to all investments in listed securities not specifically referred to, may in the future affect the value of the Shares. Accordingly, an investment in the Company should be considered highly speculative.

2.17 FORECASTS

The Company is a mineral exploration company. Due to the speculative nature of exploration, there are significant uncertainties associated with forecasting future revenues from the Company’s proposed activities. The Directors believe that given these inherent uncertainties, it is not possible to include a reliable forecast in this Prospectus.

2.18 DIVIDENDS

The extent, timing and payment of any dividends in the future will be determined by the Directors based on a number of factors, including future earnings and the financial performance and position of the Company. At the date of issue of this Prospectus the Company does not intend to declare or pay any dividends in the immediately foreseeable future.

2.19 PRIVACY DISCLOSURE

The Company collects information in relation to each Applicant as provided on an Application Form (“Information”) for the purposes of processing the Application Form and, should the Application be successful, to administer the Applicant’s security holding in the Company (“Purposes”).

The Company may use the Information for the Purposes and the Company may disclose the Information for the Purposes to the Share Registrar, the Company’s related bodies corporate, agents, contractors and third party service providers, and to ASX, ASIC and other regulatory authorities.

The Information may also be used and disclosed to persons inspecting the register, including bidders for securities in the context of takeovers, licensed securities dealers, mail houses, and regulatory bodies including the Australian Taxation Office.

2.20 ENQUIRIES

This Prospectus provides information for potential investors in Classic and it should be read in its entirety. If, after reading this Prospectus, you have any questions about any aspect of an investment in Classic, please contact your stockbroker, accountant or independent financial adviser.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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3. COMPANY AND PROJECT OVERVIEW

3.1 BACKGROUND

Classic Minerals Limited was incorporated on 1 May 2006 for the purpose of acquiring an interest in the exploration of mineral resource based projects, focusing on gold, nickel, copper, cobalt, manganese, base metals and uranium, and subject to positive exploration results, development of mineral resources based projects.

Details of the Projects are summarised in this Section and full particulars of the geological settings and work undertaken previously on the Tenements are set out in the Independent Geologist’s Report in Section 6 of this Prospectus.

It is the primary objective of Classic to become a successful and profitable exploration company.

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Founders of Classic Minerals from left: John Doutch, Stan Procak, Mal Doutch, Gary Doutch

The Company aims to achieve this objective through utilising the collective experience of the Board and management team to advance its existing Projects and to identify complementary resource projects.

3.2 DETAILS OF PROJECTS

The project areas are all located in the Eastern Goldfields, Murchison and Fraser Range districts of Western Australia, relatively close to infrastructure and proximal to the towns of Kalgoorlie and Meekatharra.

The Fraser Range Project , (E28/1904), is located 160km east southeast of Kambalda and is of interpreted Proterozoic age. The project is located in the FraserAlbany Mobile Belt which further to the north hosts the 6.4 million ounce Havana and Tropicana gold deposits and 40 kilometres to the south hosts the recently discovered and highly significant Sirius Resources NL Nova Nickel/Copper sulphide deposit. Access is via the Trans Australian railway access road to Zanthus, some 180km east along the Eyre Highway from Norseman and then 50km north east along station tracks to the project area. The geology of the prospect area is characterized by gneisses and schist’s of the Fraser Complex which are known to now be prospective for nickel, copper and gold deposits. A garnet deposit in the southern portion of the tenement area is documented within Mindex. Systematic geologically controlled geochemistry (augers and or soils) over the entire tenement area is warranted in light of the recent Nova discovery.

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Classic Minerals
Project Locations
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The Mt Maitland Project (E51/1267 and E51/1485) is located 100 kilometres north west of Meekatharra and west of Yeelirrie in the Murchison Mineral Field. In adjacent tenements to the east, carnotite uranium mineralisation was defined in calcrete by Western Mining Corporation in the 1970’s. The calcrete deposits have developed within intermittently

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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3. COMPANY AND PROJECT OVERVIEW
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John Doutch and Malcolm Doutch at Fraser Range

Drilling at Dohertys Project M57/619. (The drill rig above is not an asset of the Company.)

active flowing tributaries and ancient Palaeo-channels of the Murchison and Talga River systems that overlie deeply eroded late ‘hot’ radiometric Archean granitic intrusive rocks. The exploration target at Mount Maitland West is a Yeelirrie type, valley calcrete uranium deposit.

The Doherty’s Project comprises M57/619 and is located in the Barrambie Greenstone Belt and covers a historic underground gold mining operation. Diamond drill intersections returned from a previous explorer highlights the potential to define a small high grade gold deposit within the project area with further drilling likely to add to the gold resource potential of the area.

The Cowarna Rocks Project comprises one exploration licence application (E28/2238) covering 94 square kilometres and is located 75 kilometres east of Kalgoorlie, north of the Trans Australia railway line. The project has granite rocks in the eastern parts of the tenement, but mafic rocks and banded iron formations occur on the western side of the tenement. Some hematite is associated with banded iron formation and this has eroded into a creek system on the tenement giving potential in discovery of detrital hematite, as occurs 5kms west in a large alluvial deposit. This potential alluvial deposit will be explored.

Systematic soil and auger geochemistry has been completed by other companies in the 1990’s, but drilling of geochemistry anomalies did not find any gold or base metal mineralisation. Review of historical data will be undertaken and followed up.

For further details on Classic’s Projects, refer to the Independent Geologist’s Report (Section 6).

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Manganese sampling at Ruby’s Reward (Fraser Range project)

Old well with calcrete exposed at Mount Maitland project

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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3.3 PROPOSED EXPLORATION BUDGET

The Company proposes to fund its intended activities as outlined in the tables below from the proceeds of the Offer. It should be noted that the budgets will be subject to modification on an ongoing basis depending on the results obtained from such exploration as carried out. This involves an ongoing assessment of the Company’s project interests and may lead to increased or decreased levels of expenditure on certain interests reflecting a change in emphasis. Subject to the above, the following expenditure is proposed:

Minimum Subscription ($3.5m) Proposed Exploration Budget:

Expenditure Year 1 Year 2 Total Access Tracks $35,000 $50,000 $85,000 Native Title Considerations $40,000 $10,000 $50,000 Auger Geochemistry $55,000 $60,000 $115,000 Aircore / RAB Drilling $90,000 $180,000 $270,000 Analysis $65,000 $100,000 $165,000 RC Drilling $170,000 $300,000 $470,000 Geophysics $80,000 $220,000 $300,000 Logistic support $20,000 $20,000 $40,000 Field Staff $70,000 $80,000 $150,000 Reporting / GIS $35,000 $35,000 $70,000 Contingency $35,000 $45,000 $80,000 Diamond Drilling $60,000 $120,000 $180,000 Metallurgy $10,000 $20,000 $30,000 Total $765,000 $1,240,000 $2,005,000

Full Subscription ($4.5m) Proposed Exploration Budget:

Expenditure Year 1 Year 2 Total Access Tracks $35,000 $50,000 $85,000 Native Title Considerations $45,000 $10,000 $55,000 Auger Geochemistry $85,000 $90,000 $175,000 Aircore / RAB Drilling $180,000 $240,000 $420,000 Analysis $80,000 $150,000 $230,000 RC Drilling $220,000 $340,000 $560,000 Geophysics $100,000 $300,000 $400,000 Logistic support $20,000 $50,000 $70,000 Field Staff $90,000 $155,000 $245,000 Reporting / GIS $45,000 $50,000 $95,000 Contingency $40,000 $45,000 $85,000 Diamond Drilling $80,000 $160,000 $240,000 Metallurgy $10,000 $40,000 $50,000 Total $1,030,000 $1,680,000 $2,710,000

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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3. COMPANY AND PROJECT OVERVIEW
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Full Oversubscription ($6m) Proposed Exploration Budget:

$ $ $ Expenditure Year 1 Year 2 Total Access Tracks $35,000 $60,000 $95,000 Native Title Considerations $55,000 $30,000 $85,000 Auger Geochemistry $90,000 $90,000 $180,000 Aircore / RAB Drilling $200,000 $240,000 $440,000 Analysis $80,000 $185,000 $265,000 RC Drilling $260,000 $400,000 $660,000 Geophysics $160,000 $360,000 $520,000 Logistic support $20,000 $50,000 $70,000 Field Staff $90,000 $240,000 $330,000 Reporting / GIS $45,000 $105,000 $150,000 Contingency $40,000 $180,000 $220,000 Diamond Drilling $80,000 $200,000 $280,000 Metallurgy $10,000 $40,000 $50,000 Total $1,165,000 $2,180,000 $3,345,000

3.4 PROJECT GENERATION

Whilst the Company will focus its exploration activities on the diversified Projects in which it has acquired or agreed to acquire an interest in, it will also consider and evaluate any potential new resource based projects in Australia and overseas with a view to increasing the number of projects held by the Company. No specific criteria for the identification of such projects have been determined by the Company at this stage.

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Copper mineralisation on Fraser Range project

Massive manganese outcrop on Fraser Range project

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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Gneiss rock with copper staining at Fraser Range (1229 ppm Cu, 141 ppm Zn & .65 g/t Ag – Refer to Section 6: IGR: section 3.4 table 2)

Jacob Doutch - portable XRF analyser at Fraser Range. (The XRF Analyser is not an asset of the Company.)

3.5 COMPETENT PERSONS STATEMENT

The information in this Prospectus that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Sheldon Coates, who is a Member of the Australasian Institute of Mining & Metallurgy. Mr Coates has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Coates consents to the inclusion in the Prospectus of the matters based on his information in the form and context in which it appears.

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From left: Justin Doutch (Executive Director), Sheldon Coates (Consulting Geologist)

Classic Minerals Ltd Directors and Management. From left: Jacob Doutch (Exploration Manager), Justin Doutch (Executive Director), Paul Lambrecht (Non-Executive Director) , Stan Procak (Non-Executive Director), James Passaris (Advisory Consultant), Jeff Nurse (Financial Controller).

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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4. RISK FACTORS
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4. RISK FACTORS

Prospective investors in the company should be aware that subscribing for Shares in the Company involves a number of risks. Classic is an exploration company and an investment in the Company should be considered highly speculative.

The business activities of the Company are subject to various risks that may impact on the future performance of the Company. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of the Company. There are a number of risk factors that investors should consider and seek independent advice on, before deciding whether or not to invest in Shares.

Risks that are specific to Classic are detailed in Sections 1.4.

The general risk factors include, but are not limited to, the following:

COMMODITY PRICE VOLATILITY AND EXCHANGE RATE RISKS

The price for minerals will depend on available markets at acceptable prices and transmission and distribution costs. Any substantial decline in the price of a commodity or an increase in transmission or distribution costs could have a material adverse effect on the Company.

Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

ENVIRONMENTAL RISKS

The operations and proposed activities of the Company are subject to State and Federal laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if advanced exploration or field development proceeds. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws and industry standards. Areas disturbed by the Company’s activities will be rehabilitated as required by the conditions attaching to the Tenements.

In this regard, the Department of Mines and Petroleum of Western Australia from time to time, review the environmental bonds that are placed on permits. The Directors are not in a position to state whether a review is imminent or whether the outcome of such a review would be detrimental to the funding needs of the Company.

INSURANCE RISKS

Insurance coverage of all risks associated with mineral exploration, development and production is not always available and, where available, the cost can be high. The Company will have insurance in place considered appropriate for the Company’s needs. The Company will not be insured against all possible losses, either because of the unavailability of cover or because the Directors believe the premiums are excessive relative to the benefits that would accrue. The Directors believe that the insurance they have in place is appropriate. The Directors will continue to review the insurance cover in place to ensure that it is adequate.

LIQUIDITY RISK

There is no guarantee that there will be an ongoing liquid market for Shares. Accordingly, there is a risk that, should the market for Shares become illiquid, Shareholders will be unable to realise their investment in the Company. In addition, any Shares held in escrow will affect the liquidity of the Company.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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COMPETITION RISK

The industry in which the Company will be involved is subject to domestic and global competition. Although the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of the Company’s Projects and business.

RELIANCE ON KEY MANAGEMENT

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

ECONOMIC RISKS

General economic conditions, movements in interest and inflation rates, the prevailing global commodity prices and currency exchange rates may have an adverse effect on the Company’s proposed exploration activities, development and production activities, as well as on its ability to fund those activities.

As with any mining project, the economics are sensitive to metal and commodity prices. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for minerals, technological advances, forward selling activities and other macro-economic factors. These prices may fluctuate to a level where the proposed mining operations are not profitable. Should the Company achieve success leading to mineral production, the revenue it will derive through the sale of commodities also exposes potential income of the Company to commodity price and exchange rate risks.

Further, share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

(a) general economic outlook;
(b) interest rates and inflation rates;
(c) currency fluctuations;
(d) changes in investor sentiment;
(e) the demand for, and supply of, capital; and
(f) terrorism or other hostilities.

MARKET CONDITIONS

The market price of the Company’s securities (provided the Company achieves admission to list on ASX and quotation) can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

GOVERNMENT AND LEGAL RISK

Changes in government, monetary policies, taxation and other laws can have a significant impact on the Company’s assets, operations and ultimately the financial performance of the Company and its securities.

On 2 July 2010, the Australian Federal Government announced the introduction of a new rent-based tax on resources. This new resource tax arrangement the Mineral Resource Rent Tax (the MRRT) applies from 1 July 2012 and currently applies to the mining of iron ore and coal in Australia.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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4. RISK FACTORS
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INVESTMENT SPECULATIVE

The risk factors outlined in Sections 1.4 and 4 ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to in Sections 1.4 and 4, may in the future materially affect the financial performance of the Company and the value of the Shares offered under this Prospectus. Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those securities.

Potential investors should consider that an investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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5. CORPORATE GOVERNANCE

The Board is responsible for the overall corporate governance of the Company and acknowledges, as a guiding principle, that it will at all times act ethically, honestly, and in accordance with the law, with a view to creating sustainable value for its shareholders.

The Board endorses the Corporate Governance Principles and Recommendations ( ASX Recommendations ) as published by ASX Corporate Governance Council and has adopted corporate governance charters and policies reflecting those ASX Recommendations, to the extent appropriate having regard to the size and circumstances of the Company.

The following policies and procedures have been implemented and are available in full on the company’s website at www.classicminerals.com.au

Statement of Board and Management Functions
The Board of Directors has adopted a charter formalising the functions and responsibilities of the Board. The Board is ultimately responsible for all matters relating to the running of the Company.
Code of conduct for directors and key executives

The Board has adopted a Code of Conduct for Directors and Key Executives which addresses matters relevant to the Company’s legal and ethical obligation to its stakeholders. The policy outlines its requirements with respect to; the directors discharge of duties; relationships; compliance with laws and ethics; conflicts of interest; confidentiality; use of company assets; competition; environment; health and safety; and the annual review of the code of conduct by the board.

Share Trading Policy

The Share Trading Policy sets out the Company’s policy with regard to trading in Company securities. The policy applies to all directors, key management personnel and other employees of the Company and their associates. The policy outlines: the requirements; general prohibition on insider trading; restrictions on trading; additional restrictions on short-term trading; permission to trade; exceptions; required notification of proposed trade in Company securities; and notification of trade in the Company’s securities.

Audit Committee Charter;

The Board has adopted an Audit Committee Charter outlining the composition of the committee; its responsibilities; authority; meeting requirements; reporting procedures; and oversight of the risk management system.

Continuous Disclosure Policy;

The Board has adopted a Disclosure Strategy to ensure that the Company complies with the disclosure requirements of the ASX Listing Rules. The strategy highlights the requirements for immediate notification; the procedure for disclosing the information; those responsible for disclosing this information; and policy review details.

Shareholder Communications Strategy

The Board of Directors aims to ensure that shareholders are informed of all major developments. The Shareholder Communications Strategy adopted by the Board, outlines responsibilities for reports issued to shareholders; ASX announcements; Annual General Meetings; maintenance of the Company website; requests for information; and review of shareholder communications.

Risk Management Policy;

The Board has adopted the Risk Management Policy, which outlines the Board’s responsibility in identifying risk, maintaining the integrity of financial reporting, recognising the role of the auditor and reviewing the risk management policy.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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5. CORPORATE GOVERNANCE
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Remuneration Committee Charter;

The Board has adopted a Remuneration Committee Charter outlining the composition of the committee; its responsibilities; meeting requirements; reporting procedures; and duties of the committee.
Diversity Policy
The Company will develop, implement and monitor strategies, initiatives and programs to promote the Principle, including the achievement of gender diversity and review and report in same.
Process for performance evaluation of the Board, Board committees, individual directors and key executives; and
Corporate Code of Conduct.
The responsibilities of the Board include:
protection and enhancement of shareholder value;
formulation, review and approval of the objectives and strategic direction of the Company;
monitoring the financial performance of the Company by reviewing and approving budgets and monitoring results;
approving all significant business transactions including acquisitions, divestments and capital expenditure;
ensuring that adequate internal control systems and procedures exist and that compliance with these systems and procedures is maintained;
the identification of significant business risks and ensuring that such risks are adequately managed;
the review of performance and remuneration of executive directors and key staff;
the establishment and maintenance of appropriate ethical standards; and
evaluating and, where appropriate, adopting with or without modification the ASX Recommendations.
The Board recognises the need for the Company to operate with the highest standards of behaviour and accountability.

The Company has considered the ASX Recommendations to determine an appropriate system of control and accountability to best fit its business and operations commensurate with these guidelines.

The Company seeks to follow these recommendations for listed companies where appropriate for its size and operations. In cases where the Company determines it would be inappropriate to follow the principles because of its circumstances, the Company will provide reasons for not doing so in its Annual Report. One such instance is the Board presently considers that due to the Company’s size and scope of activities, it does not justify the establishment of special or separate committees at this stage, preferring to manage the Company through the full Board of Directors.

The Board will consider on an ongoing basis its Corporate Governance procedures and whether they are sufficient given the Company’s nature of operations and size.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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6. INDEPENDENT GEOLOGIST’S REPORT

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CoxsRocks Pty Ltd: ABN 69 111 457 231 Consultants to the Exploration and Mining Industry

22 Boreham St Cottesloe, 6011 WA [email protected] Ph: 0419833127

The Directors, Classic Minerals Ltd 28 February 2013

Dear Sirs,

INDEPENDENT GEOLOGIST REPORT ON EXPLORATION PROPERTIES OF CLASSIC MINERALS LTD

CoxsRocks Pty Limited (CoxsRocks) was requested by Classic Minerals Ltd (“Classic Minerals” or the “Company”) to prepare an independent consulting geologist's report on the Company’s projects located in the Eastern Goldfields, Murchison and Fraser Range provinces of Western Australia (“Projects”). The Company owns title to three tenements, has the right to acquire a 90% interest under an Option Agreement in Mining Lease M57/619 and has an application for an EL pending, covering a total area of 380 square kilometres (Tenements).

The report is to be included in a Replacement Prospectus (“Prospectus”) to be lodged by Classic Minerals with the Australian Securities and Investment Commission (“ASIC”) on or about 1 March 2013, which replaces the prospectus dated 18 February 2013 (“Original Prospectus”), offering for subscription up to 22,500,000 ordinary fully paid shares in the Company (Shares) at an issue price of $0.20 per Share to raise up to $4,500,000 with a minimum subscription of 17,500,000 Shares at an issue price of $0.20 per Share to raise $3,500,000. 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 will be accepted. The funds raised will be used for the purpose of exploration and evaluation of the Company’s Projects.

This is not an independent evaluation report, and serves only to comment on the geological setting and proposed exploration programs on the Projects. CoxsRocks has not been asked to comment on the potential economic value or financial considerations pertaining to the value of shares or assets held by Classic Minerals in relation to these Projects. CoxsRocks does not doubt the authenticity or substance of previous investigating reports. It has not however, carried out a complete audit of the information but has relied on previous reporting and documentation where applicable and has used this for research purposes with qualifications applied, where necessary. Details in respect of environmental, metallurgical and native title considerations are beyond the scope of this report and readers are directed to the Solicitor’s Report on Mining Tenements in Section 8 of the Classic Minerals Prospectus for additional information regarding the Company’s Projects.

The current ownership status and legal standing of the Tenements within each project area is dealt with in the Solicitor’s Report on Mining Tenements section of this Prospectus. CoxsRocks has not independently verified ownership and the current standing of the Tenements and is not qualified to make legal representations in this regard. Instead we have relied on information provided by Classic Minerals and its current directors and advisors. CoxsRocks has prepared this report on the understanding that all Classic Minerals’ Tenements are currently in good standing. The reader is referred to the Solicitor’s Report on Mining Tenements in regards to these issues.

The Company intends to raise a minimum of $3,500,000 and at least half the liquid assets held, or funds proposed to be raised by the Company, are understood to be committed to acquisition, exploration, development and administration of the mineral properties, satisfying the requirements of ASX Listing Rules 1.3.2 (b) and 1.3.3 (b).

This report has been prepared by Mr Simon Coxhell BSc, MastersQual, MAusIMM. He has in excess of 25 years experience in mineral exploration, evaluation and mining.

The information used to prepare the report is drawn from:

(a) discussions with consultants, directors and management of Classic Minerals.
(b) reports prepared by previous tenement holders and their consultants.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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6. INDEPENDENT GEOLOGIST’S REPORT
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(c) scientific and technical research reports and papers publicly available.

This report has been prepared in accordance with the relevant requirements of the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the “JORC Code”), Regulatory Guides 111 and 112 relating to Independent Expert Reports by the Australian Securities and Investment Commission (“ASIC”) and relevant requirements of the Listing Rules of the Australian Securities Exchange (“ASX”) and subject to the qualifications presented above, the VALMIN Code.

The author of the report, Simon Coxhell, who has compiled the information used in the report, is a Member of the Australasian Institute of Mining and Metallurgy with in excess of 25 years of experience and has the relevant expertise to qualify as a Competent Person as required under the JORC Code.

Yours Sincerely

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Simon Coxhell

Simon Coxhell	Simon Coxhell
Principal Consultant
CoxsRocks Pty Ltd
February 2013 TABLE OF CONTENTS			TABLES
1.0	EXECUTIVE SUMMARY	32	Table 1: Classic Minerals Limited Tenements 33
2.0	INTRODUCTION AND TENEMENTS	33	Table 2: Rock Chip Sample Results: Fraser Range 41
3.0	FRASER RANGE PROJECT	33	Table 3: Recorded Gold Production: Barrambie Region 43
	3.1 Introduction	33
	3.2 Regional Geology	34	FIGURES
	3.3 Previous Exploration	35	Figure 1: Project Location Map 32
	3.4 Classic Work Completed	39	Figure 2: Fraser Range: location and geological provinces 34
	3.5 Proposed Exploration	41	Figure 3: Fraser Range:geochemical data on aeromagnetic base36
	3.6 Proposed Budget	42	Figure 4: Fraser Range: Regional magnetic image 37
4.0	DOHERTYS PROJECT	42	Figure 5: Fraser Range: RTP total magnetic intensity image 38
	4.1 Introduction	42	Figure 6: Fraser Range: Ternary radiometric image 38
	4.2 Regional Geology	42	Figure 7: Fraser Range: GSWA Zanthus geological mapping 38
	4.3 Local Geology	43	Figure 8: Fraser Range: GSWA geological interpretation 38
	4.4 Previous Exploration	43	Figure 9: Fraser Range: Geophysical interpretation 40
	4.5 Proposed Exploration	45	Figure 10: Dohertys: aeromagnetic interpretation 43
	4.6 Proposed Budget	45	Figure 11: Dohertys: long section 44
5.0	MT MAITLAND PROJECT	45	Figure 12: Mount Maitland: location and simplified geology 46
	5.1 Introduction	45	Figure 13: Cowarna Rocks: location and simplified geology 48
	5.2 Regional Geology	46
	5.3 Previous Exploration	46	GLOSSARY
	5.4 Proposed Exploration	47	Glossary of Geological and Technical Terms 51
	5.5 Proposed Budget	47
6.0	COWARNA ROCKS PROJECT	47	REFERENCES53
	6.1 Introduction	47
	6.2 Regional Geology	47
	6.3 Local Geology	48
	6.4 Previous Exploration	48
	6.5 Proposed Exploration	49
	6.6 Proposed Budget	49
7.0	CLASSIC MINERALS
	EXPLORATION BUDGET	50

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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1.0 EXECUTIVE SUMMARY

This report discusses the geological setting, exploration history, previous work and proposed exploration of the projects of Classic Minerals Limited (“Classic Minerals” or the “Company”) (“Projects”). The Company owns title or the right to acquire a 100% interest in a total of four tenements and has the right to acquire a 90% interest under a Option Agreement in Mining Lease M57/619, subject to the terms and conditions described in the Solicitor’s Report on Mining Tenements in Section 8 of this Prospectus.

This report has been prepared to provide an independent technical assessment for inclusion in a prospectus to be issued by Classic Minerals to support the proposed listing on the Australian Securities Exchange (“ASX”). The report is an Independent Technical Assessment and does not express an opinion as to the value of mineral assets, nor to the fairness or reasonableness of any transactions.

The project areas are all located in the Eastern Goldfields, Murchison and Fraser Range districts of Western Australia, and proximal to the towns of Kalgoorlie and Meekatharra. The Projects are considered to range between Greenfields to advanced exploration projects, but no mineral resources have been defined at this stage on any of the projects. An advanced gold exploration project has been defined at the previously mined Doherty’s Gold Project and further drilling is likely to add to the gold potential.

The exploration budget has been constructed assuming exploration success and results of each phase of exploration should be carefully assessed prior to proceeding to the next stage of exploration.

The Fraser Range Project , (E28/1904), is located 160km east southeast of Kambalda and is of interpreted Proterozoic age, part of the Fraser-Albany Mobile Belt which further to the north hosts the 6.4 million ounce Havana and Tropicana gold deposits and 40 kilometres to the south hosts the recently discovered and highly significant Nova Nickel/Copper sulphide deposit. Access is via the Trans Australian railway access road to Zanthus, some 180km east along the railway line from Kalgoorlie and then 50km south along station tracks to the project area. The geology of the prospect area is characterized by gneisses and schist’s of the Fraser Complex which are known to now be prospective for nickel, copper and gold deposits. A garnet deposit in the southern portion of the tenement area is documented within Mindex. Systematic geologically controlled geochemistry (augers and or soils) over the entire tenement area is warranted in the light of the recent Nova discovery.

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The Doherty’s Gold Project comprises M57/619 and is located in the Barrambie Greenstone Belt and covers a historic underground gold mining operation. Diamond drill intersections returned from a previous explorer highlights the potential to define a small high grade gold deposit within the project area with further drilling likely to add to the gold resource potential of the area.

The Mt Maitland West Project (E51/1267 and E51/1485) is located 100 kilometres north west of Meekatharra and west of Yeelirrie in the Murchison Mineral Field. In adjacent tenements to the east, carnotite uranium mineralisation

Figure 1: Project Location Map: Western Australia with South-Eastern enlargement

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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6. INDEPENDENT GEOLOGIST’S REPORT
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was defined in calcrete by Western Mining Corporation in the 1970’s. The calcrete deposits have developed within intermittently active flowing tributaries and ancient Palaeo-channels of the Murchison and Talga River systems that overlie deeply eroded late “hot” radiometric Archean granitic intrusive rocks. The exploration target at Mount Maitland West is a “Yeelirrie type, valley calcrete uranium deposit”.

The Cowarna Rocks Project comprises one exploration licence (E28/2238) covering 94 square kilometres and is located 75 kilometres east of Kalgoorlie, north of the trans Australia railway line. The project principally covers granitic rocks of the Kurnalpi Terrane with minor mafic rocks on the margins. No known mineralisation has been located on the tenement despite systematic soil and auger geochemistry being completed by other companies in the late 1990s. Depth of recent transported cover rocks is unknown and review of past work is recommended prior to commencing on ground exploration activities.

Classic Minerals has proposed exploration programs on the assumption of exploration success and commensurate with the exploration status and current perceived prospectivity of the project areas. It is noted that the proposed programs are likely to be subject to change according to progressive exploration results as work is carried out. Independent assessment of the exploration results is encouraged to optimise the exploration work conducted.

2.0 INTRODUCTION AND TENEMENTS

Classic Minerals has acquired, or has the rights to acquire, an interest in five tenements over four project areas. The areas are considered prospective for nickel, copper, cobalt, manganese, gold, base metals and uranium mineralisation. In conjunction with the Company’s consultants, work programs have been designed and budgeted for all of the project areas which aim to test the more prospective areas and advance the geological understanding of all projects. Work programs will evolve as exploration results are returned with full desktop and GIS data capture recommended of all previous work to optimise the planned exploration activities. The Company’s current tenement holding the subject of this report is documented below in Table 1.

Table 1: Classic Minerals Limited Tenements

PROJECT PROSPECT TENEMENT HOLDER/ AREA Ha/ GRANTED EXPIRES RENT COMMITCurrent Km[2] BLKS $ MENTS $ FRASER RANGE Fraser Range E28/1904 Classic 82.59 28 22/10/09 21/10/14 5,061 42,000 (Ni/Cu Au-Garnet) DOHERTYS Doherty’s M57/619 JV Golden West 1.74 175 26/02/07 25/02/28 2,710 17,600 (Au) Resources Ha MOUNT Mt MAITLAND E51/1267 Classic 156.8 56 9/01/09 8/01/14 10,161 84,000 MAITLAND (U) E51/1485 Classic 44.27 15 21/10/11 20/10/16 1,750 20,000 COWARNA Cowarna Rocks E28/2238 Classic 94.38 32 Pending N/A N/A N/A ROCKS (Fe) Totals 379.78 19,682 163,600

An active program of tenement acquisition particularly in the areas of the Company’s current project areas is encouraged.

3.0 FRASER RANGE PROJECT

3.1 Introduction

The Fraser Range Project (E28/1904) is located within the Proterozoic Albany-Fraser Orogenic Belt (Collision Zone) east of the Yilgarn Craton. This area has received a significant upgrade in its perceived prospectivity with the recent discovery of the Nova Deposit (Ni + Cu + Co) by Sirius Resources. This deposit was found by systematic and clever exploration initially targeting magnetic anomalies and GSWA geochemical anomalies located in the Fraser Range Orogenic belt and

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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interpreted to possibly represent metamorphosed and partially resorbed/digested archaean rocks prospective for base metals and gold.

The Fraser Range belt had been known to be prospective following the discovery of the Trilogy base metal deposit (Cu + Au) in the 1990s near Ravensthorpe to the south west. Subsequent exploration programs by a number of major companies has subsequently highlighted the prospectivity of this belt of rocks, particularly with the discovery of the multimillion ounce Tropicana and Havana gold deposits further to the north.

Until the discovery of Nova, no nickel sulphide deposits had been found in the Albany-Fraser Orogenic belt, although conceptually, potential for these types of deposits had been recognized. Spaggiari et al 2011, GSWA, had noted that fragments of Archaean crust, interpreted to be remnants of the Yilgarn Craton, are preserved within the younger Proterozoic crust (that forms the bulk of the orogenic belt). The fragments, present at the kilometre scale, may have contained sources of economic minerals or elements and in addition Paleoproterozoic and Mesoproterozoic events are likely to have provided opportunities for focusing or concentrating Yilgarn sourced metals and minerals into economic deposits of younger age.

The Fraser Range Project (E28/1904) is located 160km east southeast of Kambalda. Access is via the Trans Australian railway access road to Zanthus, some 180km east along the railway line from Kalgoorlie and then 50km south along station tracks to the project area.

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Classic Fraser Range Tenement
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Figure 2: Fraser Range Project – Regional Location Map showing Geological provinces

3.2 Regional Geology

The Albany-Fraser Orogen extends along the southern and southeastern margin of the Archaean aged Yilgarn Craton and is covered to the east by the Tertiary Eucla Basic sediments.

The province consists mainly of orthogneiss and granite but also includes large sheets of metagabbro (including the Fraser Complex), remnants of mafic dykes and widespread metasedimentary rocks. The orthogneisses are interpreted to be derived from Late Archaean and Palaeo- and Mesoproterozoic granitic rocks that were deformed and metamorphosed during orogenic activity. (Budd, 2001, Geoscience Australia)

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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6. INDEPENDENT GEOLOGIST’S REPORT
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Recent mapping and zircon dating programs instigated by the GSWA has provided an additional understanding into the different individual components of the Albany-Fraser Orogen with four main geological units recognized and clearly distinguishable by their geophysical signatures (magnetics and gravity).

The most western unit is known as the Northern Foreland and is composed principally of highly sheared and strained metamorphic granitic rocks of probable Archaean age (2660-2800MA). The next major unit to the east is the Biranup Zone, which is dominated by younger granitic rocks (1690-1660 MA) with distinct magnetic signatures. The high grade, Southdown magnetite iron-ore deposit is interpreted to lie within this zone.

Further to the east lies the Fraser Zone, the host units of the Nova discovery that contain metamafic rocks, as well as interlayed lenses of metagranite and metasedimentary units. The Fraser Zone is dominated by high grade mafic and gabbroic rocks that have a strong distinct geophysical signature in both aeromagnetic and gravity data. Most of the northern part of the Fraser Zone is obscured by younger rocks of the Eucla Basin, but the geophysical data show that it is an approximately 425 km long, northeasterly trending, fault bounded unit that is up to 50 km wide and is now subject to increased exploration, following the discovery of the Nova deposit by Sirius.

The fourth major unit of the Albany-Fraser Orogen is the Nornalup Zone, the most eastern belt of rocks, which is principally composed of granites and gneisses. A number of the gneisses have been recognized as metasedimentary rocks which have undergone systematic metamorphism and deformation.

The project area of Classic Minerals, defined by exploration licence E28/1904 is situated approximately 40 kilometres to the north - north east of the Nova Ni-Cu sulphide discovery. Information about the discovery is incomplete but it appears to be similar in character to the Nebo and Babel mineralisation in the West Musgraves. The host rock at Nova is described as ”hypersthene-augite-garnet-hornblende-labradorite-quartz gneiss interpreted to represent a strongly metamorphosed mafic-ultramafic precursor of predominantly gabbroic composition”.

Nova was discovered by exploration of “The Eye” prospect so named because of a lenticular pattern seen in the magnetic data. This is inferred to represent a metamorphosed modified mafic-ultramafic intrusive complex. Consequently magnetic structures similar to this seen in the Fraser Range project are of interest as Ni-Cu targets. Soil geochemistry over the prospect in deeply weathered terrain defined the anomaly at + 100 ppm nickel and + 100 ppm copper.

3.3 Previous Exploration

Gibson (1989) completed a historic review of the Fraser Range District, which is summarized below. Newmont carried out the earliest reported exploration, between 1965 and 1972. During this time, Newmont completed an aeromagnetic survey, limited geological mapping and analysed 40,000 samples. Follow up exploration led to the drill testing of a number of prospects with limited success. In the early 1980’s Stockdale and CRA completed limited exploration in the search for diamonds; however neither company made any discoveries and withdrew from the district. In 1983 Renison pegged 70km[2] to assess potential for precious metals. Exploration was restricted to stream sediment sampling with some limited rock chipping. No anomalism was reported. Later Pancontinental explored the northern portion of Fraser Range for platinum and palladium mineralisation. They delineated some weakly anomalous results up to 50ppbPt and 250ppbPb, however they withdrew as there was some uncertainty to whether a massive sulphide body would survive the high grade metamorphism and deformation.

In the late 1980’s Growth Resources pegged several tenements within the Fraser Range area exploring for PGE mineraliszation in the layered ultramafic units within Bungonia Complex. Surface anomalies were tested with a program of shallow RAB drilling through areas of thin cover but no significant intersections were reported.

In 1996-1999 Stod Pty Ltd identified alluvial and elluvial industrial grade almandine garnet bearing material with grain size >600u. In 1998 Geographe Resources embarked on an extensive regional program of sampling on a 1 km X 1 km grid over large areas of Fraser Range. They collected in excess of 5000 samples and submitted them for low level gold analysis and base metal analysis. A number of interesting geochemical anomalies (gold) were defined. In 1999 Homestake became managers of the project and the strongest anomalies were infill sampled on a 200 m X 200 m grid pattern. A number of cohesive gold anomalies were outlined, with limited further work completed.

Figure 3 compiles the historic regional geochemical programs completed, with sample locations and Ni values. An area of Ni anomalism is indicated in the middle of the tenement E28/1904.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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Area of Interest
Nickel Soils Colour Legend
(ppm)
100 to 1000
50 to 100
40 to 50
20 to 40
0 to 20
Data Set Legend
GSWA Data
5 km
Geographe Data
Homestake Data
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Figure 3: Fraser Range Project – Compiled Geochemical data on Aeromagnetic base

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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6. INDEPENDENT GEOLOGIST’S REPORT
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520,000mE 540,000mE
6,530,000mN
E28/1904
6,510,000mN ‘Eye’ structure
6,490,000mN
��
Nova
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Figure 4: Fraser Range Project – Regional magnetic image showing tenement and Nova Ni-Cu discovery

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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540,000mE 550,000mE 560,000mE
6,530,000mN
6,520,000mN
10 km
6,510,000mN
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Figure 5: RTP Total magnetic intensity image

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540,000mE 550,000mE 560,000mE
6,530,000mN
6,520,000mN
10 km
6,510,000mN
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Figure 6: Ternary radiometric image (potassium-red, uranium - blue, thorium - green)

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540,000mE 550,000mE 560,000mE
6,530,000mN
6,520,000mN
10 km
6,510,000mN
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Figure 7: GSWA Zanthus.

1:250 000 geological mapping.

Pink: Fraser Complex (acid and basic granulites, acid gniess, amphibolite, gabroric rocks, micro granite, acid pegmatite). Yellow: Eolian deposit (quartz sand in dunes and sheets). Pale yellow: Residual and eolian loam (clay, silt and sand containing sheet and nodular kankar; overlaying Precambrian and tertiary rocks).

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540,000mE 550,000mE 560,000mE
6,530,000mN
6,520,000mN
10 km
6,510,000mN
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Figure 8: GSWA geological interpretation. Magenta: metasediments, meta-felsic intrusive rocks and mixed granites/gneisses. Green: meta-mafic intrusive rocks.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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6. INDEPENDENT GEOLOGIST’S REPORT
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During the 1990’s there was a steady increase in exploration in the Fraser Range area. Several companies reported strong grass roots programs including: Gutnick Resources (Ni-Cu), Helix Resources and BHP (Ni-Cu), and Gold Partners (Au). Prior to Geographe Resources commencing a regional calcrete survey there was little of modern gold exploration completed in the project area.

Detailed work for gold mineralisation in the district comprised geological reconnaissance, regolith mapping, calcrete sampling, and aeromagnetic surveying and interpretation. Initial calcrete sampling outlined a number of Au and base metal anomalies, which were then infill sampled. Sampling did not define any strong precious or base metal anomalism in the portions of the tenements surrendered. In the light of the Nova discovery, a new systematic approach to exploration in the area is warranted.

3.4 Classic Minerals Work Completed

Following the discovery of the Nova deposit Classic Minerals commissioned Southern Geoscience (“SGC”) to obtain and process the best available public domain geophysical data over the project and provide a brief interpretation together with suggested targets for mineralization.

The available airborne geophysical is predominantly from an Open File 200m line spaced survey flown in 1998. The data was processed by SGC to produce a useful range of image enhancements.

Southern Geoscience Geophysical Interpretation

Following Southern Geoscience enhancing and imaging the publically available geophysical data, an interpretation of the area was completed. The magnetic data shows a highly linear sequence of alternating magnetic and non-magnetic rocks striking NE-SW. Dips appear to be steep. The more magnetic rocks are likely to be metamorphosed mafic, ultramafic or banded iron formation rocks.

Mafic, ultramafic and banded iron formation (BIF) rocks tend to have very few radioactive minerals and will appear dark in a ternary radiometric image. The most common radioactive rocks are felsic and granitoid rocks including intrusive and sediments. Potassium rich rocks will appear red in the ternary image; these are likely to be felsic sediments or felsic metavolcanics. Uranium-thorium rich rocks will appear blue-green-yellow and are more likely to be granitoids of some sort. The radiometric data show that the SE part of the tenement is dominated by potassium rich rocks and the NW part by very low radiation rocks.

In terms of structure, there are numerous low angle terminations of magnetic units indicating strike parallel faulting. There are also a number of high angle faults offsetting magnetic units. Several closures of magnetic units with nonmagnetic cores are present. These could be simply fold closures or may be later intrusives.

An area bounded by a black rectangle shown in the various previous figures has been interpreted to create a pseudo solid geology map based on magnetic and radiometric properties – see Figure 9. The interpreted rock types are as described in the legend. A number of interesting features and areas were defined and further ground truthing work to understand what the interpretation means is required.

Classic Minerals personnel have provided CoxsRocks with an Excel spreadsheet documenting analytical results from 77 rock chips and soils sampled in August and September of 2012. GPS coordinates of the sample points have also been provided, however the data has no individual descriptions of the samples. The maximum Cu, Ni and Ag values appear to be of interest and require follow up.

Rock chip samples where taken from surface outcrop samples show coincident geochemical anomaly for Cu,Zn,Pb and Ag in the south and in felsic rock adjacent to a geophysical target. A geological consultant to Classic Minerals (Mr Sheldon Coates) has visited the area and reports the following.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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6,530,000mN
Classic Minerals Limited
FRASER RANGE PROJECT
Airborne Geophysical Interpretation
with Targets
Compiled by Southern Geoscience Consultants
Ruby’s Reward 0 5km
6,520,000mN
‘Eye’ structure INTERPRETED TARGETS
Discrete highly magnetic target - magnetite/pyrrhotite
associated with sulphides?
Highly magnetic part of interpreted ultramagnetic
rock sequence - cumulate rocks?
Unusual moderately magnetic target -
discrete or interesting structure
Non-magnetic intrusive target - core of
mafic-ultramafic intrusive complex?
Irish Rise
INTERPRETATION LEGEND
Unusual discrete highly magnetic, possible low radiation body - Magnetite/Pyrrhotite Magnetic trends - rock fabric
Highly magnetic, low radiation rocks - possible Ultramafic, BIF Possible faults
Moderately magnetic, low radiation rocks - possible Ultramafic, Mafic Fold axes (sense unknown)
Weakly to non-magnetic, low radiation rocks - possible Mafic Known mineralisation locations
Tenements
Non-magnetic, low radiation intrusive - possible layered mafic intrusion
High uranium & thorium, weakly magnetic rocks - possible Metasediments
High potassium, weakly magnetic rocks - possible felsic metasediments
540,000mE 550,000mE
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Figure 9: Fraser Range Project – Airborne Geophysical interpretation and targets compiled by Southern Geoscience Consultants

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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6. INDEPENDENT GEOLOGIST’S REPORT
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Irish Rise Geology; Rock Chip area.

The geology of the Irish Rise area, a low ridge oriented NNE, consists mainly of coarse grained garnet bearing granite, with included sheared lenses of gabbro, and a medium grained felsic unit extending for hundreds of metres to the NNE before being obscured by soil cover. The granite has minor malachite staining in a very shallow pit, and rock chip samples for 600m along this ridge have reported analyses with anomalous values for Cu, Zn, Pb and Ag. The higher Zn and Pb values are found in samples of the felsic rock.

Ruby’s Reward Geology; Rock Chip area.

This area is 5km NNE along strike from Irish Rise, and has a low ridge with minor manganese staining for 200m along strike and a lense 50m by 0.6m of solid Mn and Fe. The surrounding rock is mainly metamorphosed granitic rock, and may be of sedimentary origin. The 12 rock chip samples are highly anomalous for Mn, Co and Cu, and anomalous for Zn, Ni and Ag for 200m along the ridge. The Mn has probably acted as a collector of the other elements in some rock specimens.

Table 2: Classic Minerals Rock Chip Sample Results

Table 2: Classic Minerals Rock Chip Sample Results
ELEMENT MINIMUM MAXIMUM MEAN	NUMBER OF
RESULT RESULT	SAMPLES
Ag (ppm)0 6 1	77
As(ppm)1 55 8	77
Au(ppb)0 40 3	77
Co(ppm)1 1,399 158	77
Cr(ppm)4 113 49	77
Cu(ppm)14 1,229 175	77
Fe(%)1.7 42.9 13.4	77
Mn(%)0.015 44.3 3.5	77
Ni(ppm)3 646 75	77
Pb(ppm)2 884 139	77
Ti(ppm)171 1,800 750	77
V(ppm)4 1,220 336	77
Zn(ppm)57 1,720 257	77

3.5 Proposed Exploration

An independent systematic geochemistry survey (auger) over the entire tenement area on a nominal 1000m (N-S) X 200m (E-W) spacing is warranted, with detailed geological records collected, summarizing rock type, sample type and any other pertinent observations. Following the completion of the systematic and geologically orientated auger geochemical program, results should be carefully assessed and any anomalous areas geologically mapped. Based on the geophysics and aerial photography, large portions of the tenement area are effectively outcropping and geological mapping should contribute to the understanding of any geochemical anomalous areas. Any areas considered prospective for nickel deposits (and or gold deposits) should be assessed with ground or helicopter based geophysics prior to drill testing.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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3.6 Proposed Budget – Fraser Range Project (E28/1904)

	Minimum Subscription	Minimum Subscription	Minimum Subscription		Full Subscription	Full Subscription	Full Oversubscription	Full Oversubscription	Full Oversubscription
		($3.5M)			($4.5M)			($6.0M)
	Year 1	Year 2	Total	Year 1	Year 2	Total	Year 1	Year 2	Total
Access Tracks	$20,000	$20,000	$40,000	$20,000	$20,000	$40,000	$20,000	$30,000	$50,000
Native Title Considerations	$10,000	$10,000	$20,000	$10,000	$10,000	$20,000	$10,000	$10,000	$20,000
Auger Geochemistry	$40,000	$20,000	$60,000	$60,000	$20,000	$80,000	$60,000	$20,000	$80,000
Aircore / RAB Drilling	$60,000	$80,000	$140,000	$120,000	$120,000	$240,000	$120,000	$120,000	$240,000
Analysis	$40,000	$60,000	$100,000	$50,000	$80,000	$130,000	$50,000	$100,000	$150,000
RC Drilling	$120,000	$240,000	$360,000	$140,000	$260,000	$400,000	$180,000	$300,000	$480,000
Geophysics	$80,000	$220,000	$300,000	$100,000	$300,000	$400,000	$160,000	$360,000	$520,000
Logistic support	$20,000	$20,000	$40,000	$20,000	$50,000	$70,000	$20,000	$50,000	$70,000
Field Staff	$40,000	$40,000	$80,000	$40,000	$60,000	$100,000	$40,000	$175,000	$215,000
Reporting	$10,000	$10,000	$20,000	$15,000	$15,000	$30,000	$15,000	$70,000	$85,000
Contingency	$20,000	$20,000	$40,000	$20,000	$20,000	$40,000	$20,000	$70,000	$90,000
Total	$460,000	$740,000	$1,200,000	$595,000	$955,000	$1,550,000	$695,000 $1,305,000		$2,000,000

4.0 DOHERTY’S PROJECT

4.1 Introduction

The Doherty’s Project (M57/619) is located within the Barrambie Greenstone Belt approximately 65 km north of Sandstone and 600 kilometres northeast of Perth in the East Murchison Mineral Field, Western Australia.

Access is by way of the Sandstone-Meekatharra main road, thence about 5 kilometres east along a graded track to the Doherty’s Mine Site. The Barrambie Belt has a history of high-grade gold production having produced some 27,339 ounces of gold from 34,233 tonnes of ore (24.8 g/t). The Doherty's Project consists of three groups of historical mine workings; the Doherty's, Old Camp and South Shear mines. Previous exploration and underground mine developments at the Doherty’s workings have identified high grade gold mineralisation over a distance of 51 metres at 100 metres depth. In April 2005 a deposit continuation at depth for Doherty’s of 26,700 t @ 23.8 g/t Au was estimated by consultants Geological Investigations Pty Ltd. The data for this estimate should be obtained and a revised 2012 JORC compliant resource estimate should be made. The quartz vein filled shear which hosts the gold mineralisation does appear to be consistent and further diamond drill based exploration should be targeted on this narrow but high grade structure.

The Company plans to further evaluate the known high-grade gold mineralisation and to carry out exploration over the Project with the object of discovering further mineralised structures. The project is located within 100 kms of both the Gidgee and Sandstone mills and provides an opportunity for toll milling.

4.2 Regional Geology

The Doherty’s Project is situated at the southern end of the Barrambie Greenstone Belt that comprises felsic volcanoclastics, minor greenstone metasediments and banded iron formation (BIF) all of which have been intruded by felsic porphyry and granites. The Barrambie Greenstone Belt is a northwest trending belt in the granite gneiss terrain of the East Murchison. The Belt consists of the central Barrambie Sill, a layered mafic igneous complex, surrounded by felsic and sedimentary rocks. Gold mineralisation was discovered in 1905 during the construction of the rabbit-proof fence. Mining has been undertaken at four centres along the belt (Errolls, Sugarstone, Barrambie, and Scheelite). The recorded production from these centres totalled 27,339 ounces of gold from 34,233 tonnes at an average grade of 24.8g/t gold. Just over half of this production came from the Barrambie Mining Centre. All lithologies at Barrambie contain gold mineralisation, including gabbro, granite, felsic volcanics and sedimentary rocks. Many deposits discovered to date contain a significant portion of supergene gold, and the higher grade zones are typically sulphide bearing quartz veins.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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6. INDEPENDENT GEOLOGIST’S REPORT
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M57/619
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Figure 10: Dohertys Project – Aeromagnetic Interpretation Conducted by Southern Geoscience Consultants

4.3 Local Geology

Within the tenement area the exposed rock types comprise felsic volcanoclastic and metasediments that are intruded by porphyry and mafics. The felsic rocks are banded and schistose and intercalated with the felsics are banded iron formation (BIF), which contain grey chert and magnetite bands with minor pyrite. The BIF forms a prominent northwesterly-trending ridge through the tenement. Overlying these rocks are fine-grained quartz-eye tuffs.

Gold mineralisations at Doherty’s occurs in north trending, flat easterly dipping quartz filled shears and are interpreted to have developed on anticlinal fold limbs and closures that plunge at 30 degrees to the north west.

4.4 Previous Exploration

In the past the area has been mined for both gold and minor copper. Past records of gold production from the Barrambie region are contained in Table 3.

Table 3: Recorded Gold Production: Barrambie Region

LOCATION TONNES GOLD (OZ) GRADE (G/T) PERIOD Doherty’s 2,292 1,872 25.4 1955 – 1985 Barrambie 16,530 15,390 29.0 1907 – 1966 Sugarstone 5,270 3,880 22.9 1908 – 1913 Erroll’s 10,141 6,197 19.0 1906 – 1919 TOTAL 34,233 27,339 24.8

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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Figure 11: Dohertys Project – Long Section

Between 1986 – 1990, Samson Exploration NL carried out exploration within the Project area at Doherty’s Gold Mine, the Barrambie Gold Mining Centre, Sugarstone-Ironclad Area and Errol’s Leases. Samson completed aerial photography, gridding, soil and rock chip sampling, mapping, and stream sediment sampling. This program was followed by rotary air blast drilling (RAB), reverse circulation drilling (RC), diamond drilling, underground mapping of the accessible abandoned gold mining workings and face sampling. Some shaft sinking and development mining was also carried out.

The RAB drilling program identified anomalous gold values in a number of locations west of the known gold workings, which warrant further investigation. A program of diamond drilling comprising twelve holes was completed at Doherty’s Mine Workings to test the down plunge continuation of the gold-bearing lode. Reverse circulation drilling completed by the previous owners (Golden West Resources) during January 2008 defined further anomalous gold intercepts confirming and extending the mineralised structure down dip.

In 1986, Eltin Pty Ltd (Eltin) was contracted to deepen the main access shaft, and establish the 6 and 8 Levels and drive along the east limb of the fold structure. A 9 metre cross-cut at the 6 Level intersected mineralisation, which was traced over a distance of 11 metres. Development of the 8 Level intersected a pyritic quartz reef in porphyry over a distance of 51m.

In 2005 Geological Investigations Pty Ltd completed a resource estimate for Golden West Resources Limited, the owner of the project at the time. The work reviewed the previous diamond drilling completed and coupled to the sampling of the historic drives and shafts produced a resource estimate based on a minimum mining width of one metre. The resource was located over 100 metres vertical depth between the 360-460RL. A total of indicated resource of 26,700 t @ 23.8 g/t was estimated.

This estimate is not considered JORC compliant for the purpose of this report and it is recommended that all of the base data be compiled. Additional diamond drilling in the resource area, coupled to the systematic data compilation will allow a JORC compliant estimate to be made.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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6. INDEPENDENT GEOLOGIST’S REPORT
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In 2010 Classic Minerals drilled four reverse circulation drill holes for a total of 374 metres. The holes ranged in depth from 85 to 95 metres and were targeted at known gold mineralisation at the northern end of the tenement adjacent to the Scheelite North Dohertys gold occurrence.

Samples were submitted as 5 metre composites for analysis with two interesections returned. DRC07 returned 5m @ 7.08 g/t Au from 60-65 metres and DRC08 returned 5m @ 3.64 g/t Au from 60-65 metres.

4.5 Proposed Exploration

There are three groups of gold workings located within the project area, namely, Doherty’s, Old Camp and South Shear. Gold mineralisation is hosted by quartz-filled shears in altered albite porphyry. The dominant sulphide is pyrite with traces of chalcopyrite and scheelite. The mineralised gold reefs are interpreted to be generally developed along anticlinal crests and with fold limbs plunging at 30º to the north-northwest. To date only the Old Camp workings have been investigated by systematic, albeit shallow, drilling. The geometry of the structures suggest a northerly plunge direction of the gold mineralisation and these should be tested down dip and plunge of the known higher grade shoots.

Doherty’s has been investigated by limited drilling and the South Shear workings remain untested. Shallow RAB drilling encountered anomalous gold to the west of the main lode system and this area warrants more detailed investigation. Isoclinal folding in the area suggests the possibility of repetitive sub parallel lodes and anomalous results in the RAB drilling may support this. A geophysical interpretation by Geoscience Geophysical Consultants located 6 targets within the tenement and these will be investigated by geochemistry and possibly drilling.

The obvious potential in the area is the down dip and down plunge potential of the main gold mineralised structure. The grades returned to date are encouraging and based on the results further drilling should extend the known gold mineralisation. Deeper diamond drilling is the recommended approach for advancing the project followed by resource estimation and economic analysis.

4.6 Proposed Budget – Doherty’s Project (M57/619)

	Minimum Subscription	Minimum Subscription	Minimum Subscription		Full Subscription	Full Subscription	Full	Oversubscription	Oversubscription
		($3.5M)			($4.5M)			($6.0M)
	Year 1	Year 2	Total	Year 1	Year 2	Total	Year 1	Year 2	Total
Access Tracks	$5,000	$5,000	$10,000	$5,000	$5,000	$10,000	$5,000	$5,000	$10,000
Native Title Considerations	$5,000	$0	$5,000	$10,000	$0	$10,000	$10,000	$0	$10,000
RC Drilling	$50,000	$60,000	$110,000	$80,000	$80,000	$160,000	$80,000	$100,000	$180,000
Diamond Drilling	$60,000	$120,000	$180,000	$80,000	$160,000	$240,000	$80,000	$200,000	$280,000
Analysis	$15,000	$15,000	$30,000	$15,000	$30,000	$45,000	$15,000	$40,000	$55,000
Field Staff	$10,000	$10,000	$20,000	$20,000	$15,000	$35,000	$20,000	$15,000	$35,000
Reporting	$5,000	$5,000	$10,000	$10,000	$10,000	$20,000	$10,000	$10,000	$20,000
Metallurgy	$10,000	$20,000	$30,000	$10,000	$40,000	$50,000	$10,000	$40,000	$50,000
Contingency	$5,000	$10,000	$15,000	$10,000	$10,000	$20,000	$10,000	$10,000	$20,000
Total	$165,000	$245,000	$410,000	$240,000	$350,000	$590,000	$240,000	$420,000	$660,000

5.0 MT MAITLAND PROJECT

5.1 Introduction

The Mt Maitland prospect (E51/1267 and E51/1485) is located in the Meekatharra District of the Murchison Mineral Field, Western Australia. It is centered about 800km north of Perth and about 100km NW of Meekatharra. Access from Meekatharra is by way of the Meekatharra-Mt Augustus main road that passes through the centre of the area from south to north.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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7,150,000mN Mount Padbury (Gold)
Maitland (Gold)
LEGEND
7,145,000mN U Qa Alluvium
AF clay silt sand
CZ colluvial
T colluvial
7,140,000mN E51/1267 W sheet washAGN granite gneiss
AGNL granite & gneiss
AGF monzogranite
Ar tremolite schist
Au ultramafic
7,135,000mN ABD basalts and dolerites
E51/1485 AB metamorphic basalt
PD dolerite
Classic tenement boundary
Mineral occurrence
7,130,000mN
0 5 10 km Mine
E51/1267
580,000mE 585,000mE 590,000mE 595,000mE 600,000mE 605,000mE 610,000mE 615,000mE 620,000mE
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Figure 12: Mt Maitland Project Location with simplified geology after Geological Survey

5.2 Regional Geology

The regional geological setting of the Mt Maitland Prospect area compromises the western contact zone between the Mt Maitland Greenstone Belt with the Palaeoproterozic Bryah Group rock sequence to the west. The greenstones comprise interlayered felsic and mafic volcanic rocks and intercalated BIF/chert units that have been intruded by ultramafickomatiite sills. Basement to the area contains extensive remnants of old cratonic granitic-gneisses interleaved with Archean sub-crustal rocks, late Archaean granitoid intrusive and younger radioactive biotite monzogranite that is intruded by generally east-west trending Proterozoic aged dolerite dykes. Gold mineralisation at the historic Mount Maitland North mine (located outside and to the north east of Classic Minerals’ tenement holding is hosted by laminated quartz veins within deformed BIF.

Uranium calcrete deposits in other areas of the Murchison (Yeerlirrie) have developed within intermittently active flowing tributaries and ancient Palaeo-channels of the Murchison and Talga River systems that overlie deeply eroded late “hot” radiometric Archean granitic intrusive rocks. The exploration target at Mount Maitland West includes a Yeelirrie type, valley calcrete uranium deposit.

5.3 Previous Exploration

Regional exploration for gold was undertaken within the prospect area that is centered on the historic Mount Maitland North workings hosted by laminated quartz veins within deformed BIF. A surface geochemical program outlined several narrow, discontinuous gold anomalies exhibiting sporadic gold distribution that occurs at the northern extremity of the Yilgarn Craton. Drill targets were defined after further soil and stream sediment sampling however follow-up RAB drilling failed to return any significant results. A neighbouring tenement to the east has recently reported anomalous uranium grades of up to 2400 ppm U in pits dug into calcrete within the eastern extension of the same valley.

Part of the current tenement was part of the Narryer-Mount Gould diamond project explored by Astro Mining NL. Exploration completed during 1998-99 comprised a data review including interpretation of geophysical data, aerial photographs and reconnaissance and geological mapping. Stream sediment sampling for diamond indicator minerals was undertaken but rock samples and heavy mineral concentrates returned negative results so the tenements were surrendered. Little work has been undertaken since this time.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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6. INDEPENDENT GEOLOGIST’S REPORT
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5.4 Proposed Exploration

The project is considered an early stage exploration play with first pass reconnaissance planned to explore for uranium mineralisation within the Quaternary alluvials and colluvial sediments in tributaries leading to the Murchison River. Within the catchment area “hot” late Archaean granites have been previously identified and work on the secondary calcrete within the tenement area to investigate the uranium potential is recommended. The gold potential particularly on the eastern side of the tenement area should be reviewed. Late stage granitic intrusive bodies if present, have the potential for rare earth deposits similar to the Yungibana system located to the north and analysis of geochemistry should cover this mineral type. Full desktop studies will be completed prior to undertaking field activities that will initially focus on a review of all data, soil sampling and mapping. First priority targets generated by this work will then be drill tested. In Year Two any positive results from the first phase drilling will be further investigated by additional drilling.

5.5 Proposed Budget – Mount Maitland Project (E51/1267 and E51/1485)

	Minimum Subscription	Minimum Subscription	Minimum Subscription		Full Subscription	Full Subscription	Full	Oversubscription	Oversubscription
		($3.5M)			($4.5M)			($6.0M)
	Year 1	Year 2	Total	Year 1	Year 2	Total	Year 1	Year 2	Total
Access Tracks	$10,000	$15,000	$25,000	$10,000	$15,000	$25,000	$10,000	$15,000	$25,000
Native Title Considerations	$15,000	$0	$15,000	$15,000	$0	$15,000	$15,000	$0	$15,000
Auger Geochemistry	$5,000	$20,000	$25,000	$5,000	$20,000	$25,000	$10,000	$20,000	$30,000
Aircore / RAB Drilling	$30,000	$100,000	$130,000	$60,000	$120,000	$180,000	$80,000	$120,000	$200,000
Analysis	$5,000	$20,000	$25,000	$5,000	$30,000	$35,000	$5,000	$30,000	$35,000
Field Staff	$10,000	$20,000	$30,000	$10,000	$30,000	$40,000	$10,000	$30,000	$40,000
Reporting	$10,000	$10,000	$20,000	$10,000	$15,000	$25,000	$10,000	$15,000	$25,000
Contingency	$5,000	$10,000	$15,000	$5,000	$10,000	$15,000	$5,000	$50,000	$55,000
Total	$90,000	$195,000	$285,000	$120,000	$240,000	$360,000	$145,000	$280,000	$425,000

6.0 COWARNA ROCKS PROJECT

6.1 Introduction

The Cowarna Rocks Project comprises one exploration licence application (E28/2238) covering 94 square kilometres and is located 75 kilometres east of Kalgoorlie, north of the trans Australia railway line. The project principally covers granitic rocks of the Kurnalpi Terrane with minor mafic rocks on the margins. No known mineralisation has been located on the tenement despite systematic soil and auger geochemistry being completed by other companies in the late 1990s. The project is located on Cowarna Downs Station and access throughout the low, undulating terrain of the tenements is good. The Company plans to evaluate the potential of the large tenement area to contain buried detrital iron deposits (a commodity type found on the adjacent tenement to the west) and to re-evaluate the gold potential of the area.

6.2 Regional Geology

The Cowarna Rocks Project lies within the Norseman-Wiluna Greenstone Belt of the Eastern Goldfields Province. There are numerous greenstone terranes described by Swager, 1994, within the Wiluna-Norseman Belt. The project area is situated over the Jubilee, Kurnalpi and Mulgabbie terranes. The following description of the terranes is a summary by Swager, 1995.

The western terrane (Jubilee Terrane: JT) is bounded to the west by the Railway Fault, and to the east by the Avoca Fault. The JT is made up of mafic and ultramafic volcanics. East of the Avoca Fault is the Kurnalpi Terrane (KT), which is bounded by the Cowarna Fault to the east and consists of basalt-felsic sequences. Metasedimentary rocks (BIFs, greywackes) overlie the mafic-felsic rocks. The Cowarna Fault separates the Kurnalpi Terrane from the Mulgabbie Terrane.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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The Mulgabbie Terrane is a sequence of mafic-felsic volcanic rocks that change laterally to maficmetasedimentary types. The terranes are intruded by granitoids and metamorphic grade ranges from lower to middle greenschist facies to middle to upper amphibolite facies. Metamorphic grade increases eastwards (Swager, 1995). The Cowarna Fault is intruded by a granitoid, which post dates regional folding. Proterozoic east-west dykes (Celebration and Randalls) crosscut the Archaean basement within the project area.

The terranes are intruded by granitoids, which are more prolific to the east. Metamorphic grade ranges from lower to middle greenschist facies to higher grade middle to upper amphibolites facies to the east. The higher metamorphic grades are typically found adjacent to the granite contacts. Proterozoic east-west dykes cross cut the Archaean basement.

The Kurnalpi Mining Centre to the north has known gold occurring with quartz veins in narrow shears within basalts. Gold is also reported as occurring within veins between ultramafic and mafic and felsic schist contacts.

6.3 Local Geology

Outcropping rocks within the hanging wall of the westdipping Avoca Fault Zone (AFZ) comprise tectonically intercalated ultramafic, felsic and metasedimentary units with minor chert, black shale, quartz-feldspar porphyry and medium- to coarse-grained mafic units. The regolith is dominated by low laterite hills separated by sandy sheetwash plains. Incised creek systems within the sheet-wash plains commonly expose weathered bedrock within one metre of the soil. This implies that surface geochemical methods in the area should be reasonably effective.

6.4 Previous Exploration

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6,600,000mN
Detrital
Hematite
6,595,000mN
6,590,000mN
E28/2238
6,585,000mN
0 5 10 km
440,000mE 445,000mE 450,000mE
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LEGEND
Granite Alluvium
Chert, hematite Laterite
Dolerite Colluvium
Basalt Soil
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Figure 13: Cowarna Rocks Project Location with simplified geology after Geological Survey

Historically the Cowarna area was originally explored for nickel in the early 1970s. The focus then changed towards

base metals, primarily copper and zinc, from the mid 1970s to mid 1980s and since that time gold has been the principal commodity explored for in the region. Up till 1996 various companies have conducted exploration including regional mapping, rock chip sampling, soil sampling, stream sediment sampling and geophysical surveys. In 1996 the Mt Monger Gold Project (MMGP), acquired a large number of tenements centred on the Cowarna district and embarked on a systematic exploration program over the entire area, including that now covered by the Classic tenement application E28/2238.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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6. INDEPENDENT GEOLOGIST’S REPORT
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Work conducted by the MMGP included:

acquisition of historical data,
acquisition of aerial photography and satellite imagery
geological mapping and interpretation
acquisition, enhancement and interpretation of multi-client airborne magnetic
systematic auger sampling targeting the pedogenic carbonate layer (4430 samples) and multi-element geochemistry

A number of + 50 ppb gold anomalies were defined, however aircore drilling of the anomalies failed to return significant intersections.

In April 1999, the MMGP entered into a joint venture with North Mining Limited to further advance the exploration at Cowarna. North conducted specific structural targeting based on the various datasets and derived a number of conceptual targets. These targets were then subject to additional testing with geochemistry and drilling. North drilled a total of 15 RC holes beneath the better gold in soil anomalies which failed to identify any significant bedrock gold anomalism. They concluded that the surface gold anomalies were best explained by local gold enrichment within favourable regolith types (i.e laterite).

In 2000 Croesus Mining NL took over the obligations of the joint venture and completed RAB drilling on a number of targets. Their work failed to return any significant gold intersections, although a number of interesting nickel results were returned from tenements located to the west of the Classic E28/2238 tenement. No further work was recommended. Since that time no documented work has been completed over the tenement of interest.

6 .5 Proposed Exploration

Classic proposes to digitally capture the historic and more recent geochemistry with a view to identifying subtle trends in the data and to drill test the better areas. In addition the potential for the area to host detrital iron in ancient river channels will be assessed. The regional magnetics of the area should be obtained and interpreted to assist in the targeting of areas of interest.

6.6 Proposed Budget – Cowarna Rocks (E28/2138)

	Minimum Subscription	Minimum Subscription	Minimum Subscription		Full Subscription	Full Subscription	Full	Oversubscription	Oversubscription
		($3.5M)			($4.5M)			($6.0M)
	Year 1	Year 2	Total	Year 1	Year 2	Total	Year 1	Year 2	Total
Access Tracks	$0	$10,000	$10,000	$0	$10,000	$10,000	$0	$10,000	$10,000
Native Title Considerations	$10,000	$0	$10,000	$10,000	$0	$10,000	$20,000	$20,000	$40,000
Auger Geochemistry	$10,000	$20,000	$30,000	$20,000	$50,000	$70,000	$20,000	$50,000	$70,000
Analysis	$5,000	$5,000	$10,000	$10,000	$10,000	$20,000	$10,000	$15,000	$25,000
Field Staff	$10,000	$10,000	$20,000	$20,000	$50,000	$70,000	$20,000	$20,000	$40,000
Reporting/GIS	$10,000	$10,000	$20,000	$10,000	$10,000	$20,000	$10,000	$10,000	$20,000
Contingency	$5,000	$5,000	$10,000	$5,000	$5,000	$10,000	$5,000	$50,000	$55,000
Total	$50,000	$60,000	$110,000	$75,000	$135,000	$210,000	$85,000	$175,000	$260,000

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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7.0 CLASSIC MINERALS EXPLORATION BUDGET

A systematic exploration program for all tenement areas has been designed and budgeted and is considered appropriate for the different areas. The program ranges from a full geochemical survey over the large Fraser Range tenement to systematic geophysical review and prospecting of the other tenement areas. Geophysiscs should be considered at the Fraser Range project if geochemical sampling results in coherent and significant anomalies. The sequence of exploration and work completed will be dependent on the results achieved in the first stages and should be sufficient to allow an accurate understanding of the areas prospectivity and to build on any previous encouraging results.

The program below caters for the minimum subscription, the full subscription and the full over-subscription.

		Summary			Summary			Summary
		$3.5M Raising			$4.5M Raising			$6.0M Raising
	Year 1	Year 2	Total	Year 1	Year 2	Total	Year 1	Year 2	Total
Fraser Range	$460,000	$740,000 $1,200,000		$595,000	$955,000 $1,550,000		$695,000	$1,305,000 $2,000,000
Dohertys	$165,000	$245,000	$410,000	$240,000	$350,000	$590,000	$240,000	$420,000	$660,000
Mt Maitland	$90,000	$195,000	$285,000	$120,000	$240,000	$360,000	$145,000	$280,000	$425,000
Cowarna Rocks	$50,000	$60,000	$110,000	$75,000	$135,000	$210,000	$85,000	$175,000	$260,000
Total	$765,000	$1,240,000 $2,005,000		$1,030,000	$1,680,000 $2,710,000		$1,165,000	$2,180,000 $3,345,000

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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6. INDEPENDENT GEOLOGIST’S REPORT
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GLOSSARY OF GEOLOGICAL AND TECHNICAL TERMS

Aerial photography:	The taking of airphotos for surveying or other purposes.
Aeromagnetics:	Measurement of the earth's magnetic field from a surveying aircraft for the purpose of
	recording the magnetic characteristics of rocks.
Alluvial:	Result of waterborne processes.
Alteration:	Change in mineralogical composition of a rock commonly brought around by reactions
	with hydrothermal solutions.
Amphibolite:	A metamorphic rock composed mainly of amphibole.
Archean:	The oldest rocks of the Pre Cambrian Era, older than about 2500 million years.
Arsenic (As):	A mineral, the native element, occurring in grey masses.
Auger drilling:	A drilling shallow drilling technique which uses auger drilling rods.
Au:	Chemical symbol for gold
Auiferous:	Gold Bearing
Banded Iron Formation/BIF:	Chemical sedimentary rock composed mainly of finely alternating layers of silica and iron
	oxide.
Basalt:	Dark coloured fine grained rock composed mainly of feldspar and pyroxene.
Base metals:	Non-precious metal-usually refers to lead, copper, zinc, nickel.
Bedrock:	Solid rock underlying surficial deposits.
BLEG sample:	Bulk leach exploration gold sample (see soil sampling).
Blocks (blks):	Graticular area bounded by 1 minute of latitude and 1 minute of longitude. Equal to
	approximately 2.8km2 in WA.
Breccia:	Rock fragmented into angular components.
Carbonate:	A salt or ester of carbonic acid; a compound containing the CO3.
Chert:	Very fine grained rock composed of silica.
Chlorite:	A platy hydrous silicate related to mica.
Clastic:	Rocks composed of fragmental material derived from pre-existing rocks.
Copper:	A metallic element with the chemical symbol Cu.
Craton:	The stable portions of the continents that have largely escaped orogenic activity.
Diamond drilling:	Method of obtaining cylindrical core of rock by drilling with a diamond-set or diamond-
	impregnated bit.
Dolerite:	A medium grained mafic intrusive rock composed mainly of pyroxene and plagioclase.
Dyke:	A tabular body of igneous rock, crosscutting the host strata at a high angle.
Fault:	A fracture in rock along which there has been relative displacement of the two sides
	either vertically or horizontally
Felsic:	Descriptive of light coloured rock containing an abundance of feldspar and quartz.
Fold:	A bend in strata or any planar structure.
Ga:	Time Scale, where 1 Ga is equal to one billion years
g/t:	Grams per tonne.
Geochemistry:	The study of the abundance of elements in rocks by chemical methods.
Gneiss:	A coarse grained rock in which bands rich in granular minerals alternate with bands in
	which schistose minerals predominate.
Gold:	A metallic element with the chemical symbol Au.
Granitoid:	A field term for a coarse grained felsic rock resembling granite.
Grass Roots:	Initial stages of a mineral exploration program involving a preliminary assessment of
	potential.
Greenstone:	A field term for metamorphosed mafic and ultramafic igneous rocks.
Ha:	Hectare.
Igneous:	Formed by solidification of hot mobile material termed magma.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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Intermediate rock:	An igneous rock containing between 52 and 66% SiO2.
Intrusion:	A body of igneous rock that invades older rocks.
Laterite:	A strongly leached iron and aluminium rich rock, formed at the surface by weathering in
	tropical conditions.
Lineament:	A linear geological feature.
Lithology:	Composition and texture of rock.
Lode:	A tabular or vein like deposit of valuable mineral between well defined walls.
m:	Metre.
Ma/MA:	Million years
Mafic:	Descriptive of rocks composed dominantly of magnesium and iron forming silicates.
Mesoproterozoic:	A geologic era that occurred between 1600 Ma and 1000 Ma (million years ago).
Metamorphosed:	A rock that has been altered by physical and chemical processes involving heat, pressure
	and derived fluids.
Migmitisation:	The process whereby a rock undergoes partial melting during extreme metamorphism,
	producing a migmatite.
Mineralisation:	The concentration of metals and their chemical compounds within a body of rock.
Mylonite:	A fine-grained, laminated rock formed by micro-brecciation during movement on fault
	surfaces.
Ore:	Mineral bearing rock that may be mined and treated at a profit.
Orogenic Belt:	Long tracts of highly deformed rock caused by forces and events leading to a severe
	structural deformation of the Earth's lithosphere (crust and uppermost mantle) due to
	the engagement of tectonic plates.
Orthogneiss:	A gneiss derived from an igneous rock
Outcrop:	An exposure of bedrock at the surface.
Oxidation:	Near surface decomposition by exposure to the atmosphere and ground water.
ppb or ppm:	Parts per billion (1000 million) or parts per million.
Paleoproterozoic:	is the first of the three sub-divisions (eras) of the Proterozoic occurring between 2500 to
	1600 million years ago.
Pelite:	A very fine grained sedimentary rock composed of clay or finer material.
Plunge:	Inclination of a fold axis or other structure.
Plutonic:	Rocks formed at depth and high pressures.
Porphyry:	A rock with conspicuous crystals in a fine grained ground mass.
Paleo:	Ancient creek and river systems
Pyroclastic:	Detrital volcanic material that have been explosively ejected from a volcanic vent.
Quartz:	A mineral composed of silicon dioxide, (SiO2).
Reconnaissance:	A general examination or survey of a region with reference to its main features, usually
	as a preliminary to a more detailed survey.
Resorbed:	To dissolve and assimilate: solid greenstone/BIF rock partially digested, but still intact.
Resource:	In-situ mineral occurrence from which valuable or useful minerals may be recovered.
Reverse circulation (RC):	A percussion drilling technique in which the cuttings are recovered through the drill rods
	thus minimising sample losses and contamination.
Rotary air blast drilling/RAB:	Rotary drilling technique in which sample is returned to surface outside the rod string by
	compressed air.
Schist:	A metamorphic rock with a platy or foliated texture.
Sediment:	Rocks formed by the deposition of solids from water.
Shale:	A fine grained, clay rich sedimentary rock with a well developed bedding plane fissility.
Shear:	A fracture in rock similar to a fault.
Sill:	A tabular intrusion of igneous rock that is concordant with the structure of the enclosing
	rocks.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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6. INDEPENDENT GEOLOGIST’S REPORT
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Siltstone: A very fine grained consolidated clastic rock composed predominantly of silt grade. Soil sampling: Systematic collection of soil samples at a series of different locations in order to study the distribution of soil geochemical values. Splay fault: A secondary shear or fault divergent from the principal structure. Stockwork: A network of, usually quartz veinlets diffused in the original rock. Stratigraphy: Composition, sequence and correlation of stratified rock in the earth's crust. Structural: Pertaining to geological structure. Strike: The course or bearing of a bed or layer of rock. Sulphide: A mineral compound containing a metal and sulphur. t: Tonne. (1000 kg) Tuff: A rock formed of compacted volcanic fragments, generally less than 4mm in diameter. Ultramafic: Descriptive of igneous rock containing virtually no quartz or feldspar and composed essentially of ferromagnesium silicates, mainly olivine and pyroxene. Vein: A thin sheet-like intrusion into a fissure or crack, commonly bearing quartz. Volcanic: Descriptive of rocks originating from volcanic activity. Volcanoclastic: Pertaining to a clastic rock containing volcanic material without regard to its origin or environment. Volcanogenic: Formed by processes directly connected with volcanism.

REFERENCES

CARNES, 1998. C272/1997-Narryer Project, Joint Annual Report for the Period 1997-1998, Exploration Licences: E09/798805 et al, Geological Survey of Western Australia - WAMEX Item A58219.

DAVIES, A.B., COTTON, B.J., 1994. Kurnalpi Base Metal Exploration, E28/399, 405, 439, for CRA Exploration Pty Ltd. - Geological Survey of Western Australia - WAMEX Item 7271 A41654.

FAIRSTAR RESOURCES, 2012. Annual Report: ASX Release; www.fairstarresources.com

GEOLOGICAL SURVEY OF WESTERN AUSTRALIA, 2001. Western Australia Atlas of Mineral Deposits and Petroleum Fields 2001: Western Australia Geological Survey, 34p.

GEOGRAPHE RESOURCES, 1998. Annual Report Fraser Range Project, E28/730-E28/742, E28/858, Geological Survey of Western Australia - WAMEX Item A56439: Dickie 1998.

GOWER, C.F., 1976. Laverton, Western Australia - 1:250 000: Geological Series, Geological Survey of Western Australia – Explanatory Notes SH 51-2.

HICKMAN, A.H., 1986. Stratigraphy, Structure and Economic Geology of the Mt. Monger Area, Eastern Goldfields Province, Geological Survey of Western Australia, Report 13, 31p.

HUMPHRIES, M., 2001. Transline JV Gold Project - Combined Annual Report for the Period 12 June 2000 to 11 June 2001 on Reporting Group C16/2001. Wamex Item A72341.

ION, J.C., PRENDERGAST, K., MANLY, M., SELLEY, D., 1999. Annual Mineral Exploration Report Cowarna Rocks Project Exploration Licences 28/641,28/648, 28/654,28/674,28/674,28/716,28/859 for period 1 October 1998 to 31 September 1999; Geological Survey of Western Australia - Open File Exploration Report, WAMEX Item A 59419.

MORRIS, P.A., SANDERS, A.J., MCGUINNESS, S.A., COKER, J., AND KING, J.D., 2000. Geochemical Mapping of the Fraser Range region: Geological Survey of Western Australia, 1:250 000 Regolith Geochemistry Series Explanatory Notes, 45p.

MYERS, J.S., 1990. Albany-Fraser Orogen, in Geology and Mineral Resources of Western Australia: Geological Survey of Western Australia, Memoir 3, p. 255-262.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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ORRIDGE, G., WALKER. P.B., 1970. Summary Report Of Fraser Range Exploration Project 1965-1970 for Newmont Pty Ltd – Geological Survey of Western Australia - Open File Exploration Report, WAMEX Item 1429.

PEACHEY, T.R., 1995. Annual Report-Majestic JV Jan 1995-Dec1995. Geological Survey of Western Australia - Open File Exploration Report, WAMEX Item A46741.

PETERS. B., 2012. Southern Geoscience Consultants, Fraser Range Project-Geophysical Review; Unpublished Internal Report to Classic Minerals.

POTTENGER D., 1998. Cowarna Rocks. Report on Exploration Activities for the Period 1st October 1997 to 30th September 1998. Tenements included in this Report: E28/641, E28/648, E28/654, E28/674, E28/676 and E28/716. Geological Survey of Western Australia - Open File Exploration Report, WAMEX Item A 56864.

SHELDON COATES, 2012. Fraser Range Sampling and Geology: Unpublished Internal Report to Classic Minerals.

SHEVCHENKO, S.I., 2000. Gravity data - Fraser Range region, Western Australia: Geological Survey of Western Australia - Record 2000/15, 25p.

SPAGGIARI, C.V., BODORKOS, S., BARQUERO, M., TYLER, I.M., WINGATE, M.T.D., 2010. Record 2009/10: Interpreted Bedrock Geology of the South Yilgarn and Central Albany-Fraser Orogen, Western Australia. Govt of WA, Dept of Mines and Energy.

SWAGER, C.P., 1994. Geology of the Pinjin 1:100 000 sheet: Western Australia Geological Survey, 1:100 000 Geological Series Explanatory Notes, 22p.

SWAGER, C.P., 1995. Geology of the Greenstone Terranes in the Kurnalpi-Edjudina Region, Southeastern Yilgarn Craton: Western Australia Geological Survey, Record 47,31p.

SWAGER, C.P., AHMAT, A.L., GRIFFIN, T.J., MCGOLDRICK, P.J., WITT, W.J. AND WYCHES, S., 1990. Geology of the Archaean Kalgoorlie Terrane, Western Australia - An explanatory note, Geological Survey of Western Australia Record 1990/12.

TILLICK, D., 2007. Combined Annual Report to Dec. C92/2002 Kalgoorlie East JV, E28/927, E28/1199, Western Australia. – Geological Survey of Western Australia - Open File Exploration Report, WAMEX ITEM: A 76612.

WILSON, R.J., 1993. Annual Report to Dec. 1993, Kurnalpi Project, E28/406, E38/438 and E25/84, Western Australia. – Geological Survey of Western Australia - Open File Exploration Report, WAMEX Item 9600, A 40961.

WYATT, D., 2005. Golden West Resources, ASX Release, 29th April 2005, Independent Geologists Report: Wiluna/Dohertys Gold Project Update.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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7. INVESTIGATING ACCOUNTANT’S REPORT
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7. INVESTIGATING ACCOUNTANT’S REPORT

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12 February 2013 The Directors Classic Minerals Limited Suite 2, 40 Cedric Street STIRLING WA 6021

PO Box 1908 West Perth WA 6872, Australia Level 2, 1 Walker Avenue West Perth WA 6005, Australia Tel: +61 8 9481 3188 Fax: +61 8 9321 1204 ABN: 84 144 581 519 AFS Licence No: 418019 www.stantons.com.au

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Dear Sirs

RE: INVESTIGATING ACCOUNTANT’S REPORT

1. Introduction

This report has been prepared at the request of the directors of Classic Minerals Limited (“Classic” or “the Company”) for inclusion in a Replacement Prospectus to be dated on or around 1 March 2013 (“the Prospectus”) which replaces the prospectus dated 18 February 2013 (“Original Prospectus”) relating to the proposed issue by Classic of up to 22,500,000 shares to be issued at a price of 20 cents per share to raise $4,500,000. The minimum subscription has been set at $3,500,000 (17,500,000 shares) and the maximum subscription has been set at $6,000,000 (30,000,000 shares).

2. Basis of Preparation

This report has been prepared to provide investors with information on historical results, the statement of financial position of Classic and the pro-forma statement of financial position of Classic as noted in Appendix 2. The historical and pro-forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial reports in accordance with the Corporations Act 2001. This report does not address the rights attaching to the securities to be issued in accordance with the Prospectus, nor the risks associated with the investment. Stantons International Securities has not been requested to consider the prospects for Classic, the securities on offer and related pricing issues, nor the merits and risks associated with becoming a shareholder in Classic and accordingly, has not done so, nor purports to do so. Stantons International Securities accordingly takes no responsibility for those matters or for any matter or omission in the Prospectus, other than responsibility for this report. Risk factors are set out in Sections 1.4 and 4 of the Prospectus.

3. Background

Classic was incorporated in Australia on 1 May 2006 as Broad Resources Limited with an issued capital of 3 shares. In 2007, following shareholder approval, the Company changed its name to Classic Minerals Limited. On 13 June 2011, the Company issued 51,917,500 shares at $0.00001 each to various promoters of the Company at a deemed total consideration of $519.18. On 14 June 2011 a further 8,725,000 shares were issued at $0.00001 for a total deemed consideration of $87.25. On 20 June 2011, various loans totalling $762,000 due by the Company to various investors were converted to share equity (10,425,000 shares). 3,100,000 were issue at 4 cents each ($124,000), 400,000 were issued at 5 cents each ($20,000), 350,000 were issued at approximately 5.714 cents each ($20,000), 50,000 were issued at 6 cents each ($3,000), 2,875,000 were issued at 8 cents each ($230,000), 3,650,000 were issued at 10 cents each $365,000). On 20 June 2011, a further 10,927,632 shares were issued (monies received as different times during the period to 20 June 2011) to raise a gross $1,105,003.90. 2,500,000 shares were issued at 8 cents each ($200,000),

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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1,052,632 were issued at 9.5 cents each ($100,000), 5,150,000 were issued at 10 cents each ($515,000) and 2,225,000 at approximately 13.03 cents each ($290,000).

In August 2011 a further 1,625,000 shares were issued to promoters at a total issued price of $16.25 and a further 500,000 shares to Stan Procak to settle a 2007 obligation at a deemed cost of $5. A further 700,000 shares were issued to seed capitalists in August/September 2011 at 10 cents each to raise a gross $70,000.

On 10 June 2011, the Company issued a total of 112 Performance Shares for nil consideration. The terms of having the performance shares convert to ordinary shares in Classic were as follows:

These 112 Performance Shares were convertible into 56,000,000 Shares in the event that the Company achieves one of the following Milestones:

(a) a Company Project attains a measured JORC Code compliant inferred resource of at least 250,000 ounces of Gold;
(b) a Company Project attains a measured JORC Code compliant inferred resource of at least 10,000,000 tonnes contained Iron Ore;
(c) a Company Project (or any part of it) is sold for a value of at least $10 million (in cash and/or assets of equivalent value which the Company will obtain such valuations from a suitably qualified independent expert who will adopt the appropriate valuation methodology based on acceptable industry principles); or
(d) a joint venture arrangement is entered into for a Company Project and payments of at least $10 million (in cash and/or assets of equivalent value which the Company will obtain such valuations from a suitably qualified independent expert who will adopt the appropriate valuation methodology based on acceptable industry principles) are paid to the Company as part of that arrangement.

If the Milestone has not occurred on or prior to 14 November 2012 (was initially 3 years after the date the Company is admitted to the Official List of the ASX), every Performance Share will convert into one (1) Share. The Performance Shares conditions were required to be met by 14 November 2012 and thus the Performance Shares have now been converted to 112 ordinary shares in December 2012.

On 9 May 2012, the Company issued 7,900,000 ordinary shares at 5 cents each to raise a gross $395,000 and 3,333,333 shares at 3 cents each to raise a gross $100,000. During the period from 1 July 2011, the company borrowed further funds from various investors (including parties associated with one of the directors) and also made some repayments of loans. As at 31 December 2012, there are loans owing of approximately $255,872 that includes interest on one of the loans to that date (the other loan of $60,000 is interest free). In June 2012, the Company issued 15,000 shares to acquit a consulting service with a value of $2,250. In June 2012, a further 3,000,000 promoter shares were issued with a deemed value of $30 but based on the share based payment standard, the value ascribed to such shares is $90,000. 1,000,000 of these shares were cancelled in December 2012 at a deemed accounting cost of $30,000.

On 15 June 2012, the Company had borrowed funds ($300,000) from Murano Holdings Pty Ltd by way of a loan (“Murano Loan”). The Murano Loan by agreement with Classic was converted to 11,000,000 ordinary shares in Classic at a deemed 3 cents per share (repaying the principal of $300,000 and accrued interest of $30,000) in November 2012. In July 2012, the Company issued 250,000 shares at a deemed cost of $57,500 to eliminate part of a creditor liability owing to Mavia Pty Ltd of $114,250.

In August 2012 a further 2,500,000 shares were issued to employees for a total consideration of $25 but based on the share based payment standard, the value ascribed to such shares is $75,000.

Between 1 September 2012 and 31 December 2012 a further 1,249,500 shares were issued to various promoters and service providers for a total consideration of $59,900 (49,500 at 20 cents each for services rendered of $9,900, 500,000 shares for $5 but with a deemed consideration for services rendered of $15,000 and 700,000 shares at a deemed cost of

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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$35,000 for payment of commissions due). Between 1 August 2012 and 31 December 2012, the Company issued a further 22,003,333 shares at 3 cents each to raise a gross $660,100, a further 31,820,000 shares at 5 cents each to raise a gross $1,591,000 and a further 9,320,000 shares at 10 cents each to raise a gross $932,000. In addition, in December 2012, a further 400,000 shares were issued at 2.5 cents each to extinguish a loan due of $10,000, 1,982,800 shares issued at 2.5 cents each to extinguish a loan owing of $49,570.95 and 1,200,000 shares issued at 2 cents each to reduce a creditor balance by $24,000.

Pursuant to an Option Agreement of 1 May 2009, the Company has the option (“Doherty’s Project Option”) to acquire a 90% interest in mining licence ML57/619 from Golden West Resources Limited (“GWA”). The Doherty’s Project Option fee was the payment of $2,000 in cash (paid) and completing a minimum of $200,000 in exploration expenditure in relation to the Doherty’s Project within three years of executing a binding contract. The Company may withdraw from the agreement at any time during the option period and retain no rights or interest in the Doherty’s Project and will have no obligations to spend the minimum expenditure of $200,000. To exercise the Doherty’s Option, Classic will need to pay GWA the sum of $80,000. On 1 May 2012, the Option Agreement was renewed for a further 12 month period.

Pursuant to an Option Agreement of 25 May 2011, the Company had the option (“Majestic Juglah Tramway Gold Option”) to acquire a 100% interest in gold, silver and uranium rights in the Guide Resources Majestic Juglah Tramway Gold Prospect contained within the exploration licence E25/453 from Guide Resources Pty Ltd (“Guide Resources”). The Majestic Juglah Tramway Gold Prospect Option fee was the payment of $10,000 in cash (paid). To exercise the option, the Company was required to pay a fee of $10,000. To earn a 100% in the Majestic Juglah Tramway Gold Prospect Classic must spend a minimum of $250,000 on exploration expenditure in relation to the Majestic Juglah Tramway Gold Prospect within four years. The Company could withdraw from the agreement at any time during the option period after spending a minimum of $100,000 in the first year of the option period but could withdraw after spending the minimum of $100,000 and retain no rights or interest in the Majestic Juglah Tramway Gold Prospect and would have no obligations to spend any further monies. The agreement was subject to Classic obtaining a listing on ASX. The Company entered into an undated Deed of Variation with Guide Resources Pty Ltd (“Guide Resources”) varying the terms of the Option Agreement between the Company and Guide Resources dated 25 May 2011 in respect to EL24/453. The Deed of Variation varies to the rights granted pursuant to the Option Agreement (“the Option Agreement”). The material terms of Deed of Variation were as follows:

(a) The Company was entitled to retain a 70% interest in Exploration Licence 25/453 (“Tenement”) insofar as it relates to gold, silver and uranium (“Minerals Interest”).
(b) Guide Resources was entitled to retain 30% of the Minerals Interest (“Guide Resources Interest”).
(c) The Guide Resources Interest endures until the commencement of commercial production.
(d) The royalty payable to Guide, pursuant to the terms of the Option Agreement, is no longer payable.
(e) The Deed of Variation otherwise contains provisions considered standard in agreements of this nature.

Pursuant to a letter dated 22 May 2012 between the Company and Guide Resources, the undated Deed of Variation had been extended for a further period of 12 months until 22 May 2013. However in December 2012, the Company has then on-sold the project to Ironstone Resources Limited (‘Ironstone”) in January 2013 as noted below.

Pursuant to a Heads of Agreement between the Company and Roger Michael Lindsay (“Lindsay”) dated 1 October 2010 (“HOA”), Classic had the option (later of 12 months or 12 months from date of grant of the exploration licence 25/421) to acquire the exploration licences 25/421 and 25/435 from Lindsay. The option fee was the payment of $10,000 (paid) and to exercise the option, Classic was required to either pay $100,000 cash or issue $100,000 of shares in Classic. A royalty of $5 per ounce on gold is payable and 1% on a net smelter return on other metals produced from the tenement area. The option may be extended for a further 12 months by the payment of a further $10,000. In late September

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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2012, Classic exercised the option to acquire 100% of the exploration licences E25/421 and E25/435 and paid $100,000 in cash. This project was also sold to Ironstone in January 2013.

The Company has an Agreement for Sourcing Tenements (“AST”) with Guide Resources whereby if Guide introduces tenements to Classic and Classic enters into arrangements to acquire a relevant interest in such tenements (and other tenements acquired within a 20km radius), Guide Resources is entitled to receive a minimum fee of $10,000 relating to each tenement. Furthermore, Guide Resources would be entitled to conduct exploration on each relevant tenement for all minerals other than uranium, gold and silver. If production commences from gold, silver or uranium on a relevant tenement, Guide Resources is entitles to a royalty of $2.50 per wet tonne. The AST acknowledges that 5 tenements already introduced to Classic are relevant tenements.

The Company has interests in other tenements that are more fully described in the Prospectus but include an interest in the Fraser Range tenement E28/1904 and the Mount Maitland tenement E51/1267.

In January 2013, the Company entered into an agreement with Ironstone for Classic to sell various tenements to Ironstone for the consideration of $200,000 cash (payable 90 days after signing of the agreement) and 2,750,000 shares in Ironstone (and a right to receive royalties on gold, nickel and other metals produced from the tenements, some payable by price per ounce and others payable as a percentage of the net smelter return). The total deemed value ascribed to the Ironstone shares is $550,000 so the cash and share value is deemed to be $750,000. No value has been ascribed to the royalty rights. The sale is subject to any necessary approval, consent or acceptance by the Minister of Mines or under the Mining Act 1978 as amended from time to time.

Potential investors should read the Prospectus in full, including the Independent Geologist’s Report and the Independent Solicitors’ Report on Mining Tenements. We make no comments as to ownership or values of the current and proposed mineral tenement interests of Classic. Further details on all significant contracts entered into by the Company since incorporation and still in place are referred to in the Material Contracts Section 9 of the Prospectus.

4. Scope of Examination

You have requested Stantons International Securities to prepare an Investigating Accountant’s Report on:

a) the results (statement of comprehensive income) of Classic for the year ended 30 June 2012 and the six months ended 31 December 2012;
b) the statement of financial position of Classic as at 31 December 2012; and
c) the pro-forma statement of financial position of Classic as at 31 December 2012 adjusted to include funds to be raised by the Prospectus and the completion of transactions referred to in note 2 of Appendix 3.

All of the financial information after 30 June 2012 referred to above has not been audited however has been subject to audit review. The financial reports to 30 June 2012 were audited by Stantons International Audit and Consulting Pty Ltd trading as Stantons International. The directors of Classic are responsible for the preparation and presentation of the historical and pro-forma financial information, including the determination of the pro-forma transactions. We have however examined the financial statements and other relevant information and made such enquiries, as we considered necessary for the purposes of this report. The scope of our examination was substantially less than an audit examination conducted in accordance with Australian Auditing Standards and accordingly, we do not express such an opinion. Our examination included:

a) discussions with directors and other key management of Classic;
b) a review of contractual arrangements;
c) a review of publicly available information; and
d) a review of work papers, accounting records and other documents.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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5. Opinion

In our opinion, the pro-forma statement of financial position as set out in Appendix 2 presents fairly the pro-forma balance sheet of Classic as at 31 December 2012 in accordance with the accounting methodologies required by Australian Accounting Standards on the basis of assumptions and transactions set out in Appendix 3. No opinion is expressed on the historical results and statements of financial position, as shown in Appendix 1, except to state that nothing has come to our attention which would require any further modification to the financial information in order for it to present fairly, the statement of financial position as at 31 December 2012 and the results of the period identified. To the best of our knowledge and belief, there have been no other material items, transactions or events subsequent to 31 December 2012 that have come to our attention during the course of our review which would cause the information included in this report to be misleading.

6. Other Matters

At the date of this report, Stantons International Securities does not have any material interest in Classic either directly or indirectly, or in the outcome of the offer. Stantons International Audit and Consulting Pty Ltd (trading as Stantons International) are the appointed as auditors of Classic. Stantons International Securities and Stantons International were not involved in the preparation of any other part of the Prospectus, and accordingly, make no representations or warranties as to the completeness and accuracy of any information contained in any other part of the Prospectus. Stantons International Securities consents to the inclusion of this report (including Appendices 1 to 3) in the Prospectus in the form and content in which it is included. At the date of this report, this consent has not been withdrawn.

Yours faithfully

STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD

(Trading as Stantons International Securities)

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J P Van Dieren – FCA

Director

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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APPENDIX 1 – CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

Interest income Employee benefits and consultants fees Legal and professional fees Commissions Depreciation Travel costs Occupancy costs Exploration costs (including rates) Other costs Share based payment costs Net (loss) before tax Income tax expense attributable to net loss Net (loss) after tax Other comprehensive income net of tax Net (loss) and other comprehensive income	Classic Classic Year ended 1 July 2012 to 30 June 2012 31 December 2012 (audited) (unaudited) $ $
	7,882 7,306 (473,510) (299,270) (73,878) (282,856) (78,364) (20,461) (9,352) (4,809) (8,844) (125,432) (89,579) (20,484) (176,726) (381,032) (112,924) (54,761) (59,980) (137,145)
	(1,075,275) (1,318,944) - -
	(1,075,275) (1,318,944)
	- -
	(1,075,275) (1,318,944)

APPENDIX 2 – UNAUDITED STATEMENTS OF FINANCIAL POSITION

Note Current Assets Cash assets 3 Receivables 4 Total Current Assets Non Current Assets Bonds Capitalised acquisition and option costs 5 Fixed assets at WDV 6 Other financial assets 7 Total Non Current Assets Total Assets Trade payables and accruals 8 Employee provisions Loans from associates and others 9 Total Current Liabilities Total Liabilities Net Assets (Liabilities) Equity Issued capital 10 Accumulated losses 11 Total Equity (Deficiency)	Classic Pro-forma Classic 31 December 2012 31 December 2012 $ $
	1,471,469 4,508,960 56,439 256,439
	1,527,908 4,765,399
	3,641 3,641 153,000 33,000 60,048 55,048 -550,000
	216,689 641,689
	1,744,597 5,407,088
	334,137 - 2,500 2,500 255,872-
	592,509 2,500
	592,509 2,500
	1,152,088 5,404,588
	6,091,994 10,006,994 (4,939,906) (4,602,406)
	1,152,088 5,404,588

Notes forming part of the unaudited statements of comprehensive income and statements of financial position are set out in Appendix 3.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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APPENDIX 3 – NOTES TO THE STATEMENTS OF COMPREHENSIVE INCOME AND UNAUDITED STATEMENTS OF FINANCIAL POSITION

1. Statement of Significant Accounting Policies

(a) Basis of Accounting

The condensed audited and unaudited Statement of Comprehensive Income and unaudited Statements of Financial Position have been prepared in accordance with applicable accounting standards, the Corporations Act 2001 and mandatory professional reporting requirements in Australia (including the Australian equivalents of International Financial Reporting Standards) and we have made such disclosures as considered necessary. They have also been prepared on the basis of historical cost and do not take into account changing money values. The accounting policies have been consistently applied, unless otherwise stated. The financial statements have been prepared on a going concern basis that is dependent on the IPO being successful and/or the Company raising additional seed capital to continue in business.

(b) Income Tax

The charge for current income tax expense is based on the profit for the year adjusted for any non assessable or disallowed items. It is calculated using tax rates that have been enacted or are substantially enacted as at balance date. Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxation profit or loss. Deferred income tax assets are recognised to the extent that it is probable that the future tax profits will be available against which deductible temporary differences will be utilised. The amount of the benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in the income taxation legislation and the anticipation that the economic unit will derive sufficient future assessable income to enable the benefits to be realised and comply with the conditions of deductibility imposed by law.

Exploration, evaluation and acquisition expenditure on areas of interest will normally be expensed but will be assessed on a case by case basis and may be capitalised to areas of interest and carried forward where right of tenure of the area of interest is current and they are expected to be recouped through sale or successful development and exploitation of the area of interest or, where exploration and evaluation activities in the area of interest have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. When an area of interest is abandoned or the directors decide that it is not commercial, any accumulated acquisition costs in respect of that area are written off in the financial period the decision is made. Each area of interest is also reviewed at the end of each accounting period and accumulated costs written off to the extent that they will not be recoverable in the future. Where projects have advanced to the stage that directors have made a decision to mine, they are classified as development properties. When further development expenditure is incurred in respect of a development property, such expenditure is carried forward as part of the cost of that development property only when substantial future economic benefits are established. Otherwise such expenditure is classified as part of the cost of production or written off where production has not commenced.

(d) Plant and Equipment

Each class of property, plant and equipment is carried at cost or fair value, less where applicable, any accumulated depreciation and impairment losses. The carrying amount of the plant and equipment is reviewed annually by the Directors to ensure it is not in excess of the recoverable amount of these assets. The

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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recoverable amount is assessed on the basis of the expected net cash flows that will be received from the assets employed and their subsequent disposal. The expected net cash flows have been discounted to their present value in determining recoverable amounts.

Depreciation

The depreciable amount of all fixed assets including buildings and capitalised leased assets, but excluding freehold land, is depreciated on a straight line basis over their useful lives to the Company commencing from the time the asset is held ready for use. The asset’s residual value and useful lives are reviewed and adjusted if appropriate, at each balance sheet date. Motor vehicles are depreciated at 18.75% and other plant depreciation rated at between 7.5% and 100%.

An asset’s carrying value is written down immediately to its recoverable amount if the asset’s carrying value is greater than the estimated recoverable amount. Gains and losses on disposal are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement.

(e) Trade and other accounts payable

Trade and other accounts payable represent the principal amounts outstanding at balance date, plus, where applicable, any accrued interest.

(f) Recoverable Amount of Non Current Assets

The carrying amounts of non-current assets are reviewed annually by directors to ensure they are not in excess of the recoverable amounts from those assets. The recoverable amount is assessed on the basis of the expected net cash flows, which will be received from the assets employed and subsequent disposal. The expected net cash flows have been or will be discounted to present values in determining recoverable amounts.

(g) Operating Revenue

Revenue represents interest received and reimbursements of exploration expenditures.

(h)

Issued Capital

Ordinary Shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(i) Employee benefits

Provision is made for employee benefits accumulated as a result of employees rendering services up to the reporting date. These benefits include wages and salaries, annual leave, and long service leave. Liabilities arising in respect of wages and salaries, annual leave and any other employee benefits expected to be settled within twelve months of the reporting date are measured at their nominal amounts based on remuneration rates which are expected to be paid when the liability is settled. All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to be made in respect of services provided by employees up to the reporting date. In determining the present value of future cash outflows, the market yield as at the reporting date on national government bonds, which have terms to maturity approximating the terms of the related liability, are used.

(j) Critical accounting estimates and judgements

The Directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the group.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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(k) Share Based Payments

The Group provides benefits to employees (including directors) of the Company in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (“equity-settled transactions”). The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted. The fair value is determined by an internal valuation using Black-Scholes or Binomial option pricing models. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (“vesting date”). The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the number of awards that, in the opinion of the directors of the Company, will ultimately vest. This opinion is formed based on the best available information at balance date. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition. Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award.

(l) Investments and other financial assets

The Company classifies its investments in the following categories: financial assets at fair value through profit and loss, loans and receivables, held-to-maturity investments and available-for-sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and, in the case of assets classified as held-to-maturity, re-evaluates this designation at each reporting date.

Financial assets at fair value through profit and loss

Financial assets at fair value through profit and loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Assets in this category are classified as current assets.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than twelve months after the balance sheet date which are classified as non-current assets. Loans and receivables are included in trade and other receivables in the statement of financial position.

Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Company’s management has the positive intention and ability to hold to maturity. Held-to-maturity investments are included in non-current assets, except for those with maturities less than twelve months from the reporting date, which are classified as current assets.

Available-for-sale financial assets

Available-for-sale financial assets, comprising principally marketable equity securities, are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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current assets unless management intends to dispose of the investment within twelve months of the statement of financial position date.

Recognition and derecognition

Regular purchases and sales of financial assets are recognised on trade date – the date on which the Company commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value and transaction costs are expensed to the statement of financial performance. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.

When securities are classified as available-for-sale are sold, the accumulated fair value adjustments recognised in equity are included in the statement of financial performance as gains and losses from investment securities.

Subsequent measurement

Loans and receivables and held-to-maturity investments are carried at amortised cost using the effective interest method.

Available-for-sale financial assets at fair value through profit or loss are subsequently carried at fair value. Gains or losses arising from changes in the fair value of the “financial assets at fair value through profit or loss” category are presented in the income statement within other income or other expenses in the period in which they arise. Income from financial assets at fair value through profit and loss is recognised in the income statement as part of income from continuing operations when the Group’s right to receive payment is established.

(m) Asset retirement obligations

The Company’s mineral exploration and development activities are subject to various Australian laws and regulations regarding the protection of the environment. As a result of these, the Company is expected to incur expenses from time to time to discharge its obligations under these laws and regulations.

Reclamation and closure costs are estimated based on the Company’s interpretation of current regulatory and operating licence requirements and measured at fair value. Fair value is determined based on the net present value of future cash expenditures expected upon reclamation and closure and subsequent annual recognition of an accretion amount on the discounted liability. Reclamation and closure costs are capitalised as mine development costs and amortised over the life of the mine on a unit-of-production basis.

2. Actual and Proposed Transactions to Arrive at Pro-forma Unaudited Consolidated Statement of Financial Position

Actual and proposed transactions adjusting the 31 December 2012 unaudited Statement of Financial Position of Classic in the pro-forma Statement of Financial Position of Classic are as follows:

(a) The issue of 22,500,000 shares at 20 cents each to raise a gross $4,500,000 pursuant to the Prospectus;
(b) The payment of 31 December 2012 accounts payable of $334,137 in cash;
(c) The payment of expenses of the Prospectus issue totalling an estimated $585,000 (includes $125,000 success fee) and offset against share equity (all costs prior to 31 March 2012 have been expensed);
(d) The incurring of additional administration and corporate expenses of approximately $187,500 and exploration costs of $100,000 between 1 January 2013 and 31 March 2013;

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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(e) The repayment of various loans to the extent of $255,872 as at 31 December 2012; (f) Depreciation of $5,000;

(g) The sale of various tenements to Ironstone for $200,000 cash and 2,750,000 Ironstone shares at a deemed share value of $550,000 and accounting for the book profit on sale of approximately $630,000.

Note 2 3. Cash Assets The movements in cash assets are as follows: Unaudited 31 December 2012 Issue of shares pursuant to the Prospectus (a) Payment of payables (b) Prospectus issue costs (c) Administration costs (d) Repayment of loans (e) 4. Receivables Current Receivables, GST and others Owing by Ironstone (g)	Unaudited Unaudited Classic Classic Pro-forma 31 December 2012 31 December 2012 $ $
	1,471,469 1,471,469 - 4,500,000 - (334,137) - (585,000) - (287,500) - (255,872)
	1,471,469 4,508,960
	56,439 56,439 - 200,000
	56,439 256,439

Ironstone owes Classic $200,000 cash and is to issue 2,750,000 shares in Ironstone at a deemed value of $550,000 (see note 7 below) as consideration to acquire certain mineral tenements from Classic. The monies and shares are expected to be settled in the second quarter of 2013.

5. Capitalised Acquisition Costs Capitalised option fee costs Sale of tenements (g) Capitalised exploration costs 6. Fixed assets Motor vehicles under HP, at cost Accumulated depreciation (f) Plant, furniture and equipment, at cost Accumulated depreciation (f) Total Fixed Assets (WDV)	153,000 153,000 - (120,000)
	153,000 33,000
	116,076 116,076 (61,395) (65,395)
	54,681 50,681
	49,957 49,957 (44,590) (45,590)
	5,367 4,367
	60,048 55,048

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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Note 2 7. Other financial assets (non current) Shares in Ironstone (g) 8. Trade Creditors and Accruals Trade and other payables Less: Payment of trade creditors (b) 9. Loans from associates and others Due to associated and other entities Less: cash repaid and conversion of other loans to shares in Classic (e) 10. Issued Capital Ordinary Shares 182,326,713 ordinary shares at 31 December 2012 22,500,000 shares pursuant to the Prospectus (a) Less: estimated share issue costs (c) Pro-forma (204,826,713 shares)	Unaudited Unaudited Classic Classic Pro-forma 31 December 2012 31 December 2012 $ $
	- 550,000
	334,137 334,137 - (334,137)
	334,137 -
	255,872 255,872 - (255,872)
	255,872 -
	6,329,129 6,329,129 - 4,500,000
	6,329,129 10,829,129 (237,135) (822,135)
	6,091,994 10,006,994

In the event that the maximum subscription of $6,000,000 is received, the number of ordinary shares on issue would increase to 212,326,713 as 30,000,000 ordinary shares (instead of 22,500,000 shares) would be issued under the Prospectus, the issued capital would increase to $11,406,994 (cash capital raising costs would increase by $100,000) and cash at bank would increase to $5,908,960.

In the event that the minimum subscription of $3,500,000 is received, the number of ordinary shares on issue would decrease to 199,826,713 as 17,500,000 ordinary shares (instead of 22,500,000 shares) would be issued under the Prospectus, the issued capital would decrease to $8,556,994 (cash capital raising costs would decrease by $50,000) and cash at bank would decrease to $3,558,960.

Share Options

It is proposed that approximately three months after commencement of trading of the Company’s shares on ASX an offer will be made to all shareholders to subscribe for one new ordinary share option in Classic for every two shares held on the record date at an issue price of 1 cent per share option. Such share options will be exercisable at 20 cents each, on or before 30 June 2015.

11. Accumulated losses Balance 31 December 2012 Administration, corporate and exploration costs (d) Depreciation (f) (Profit) on sale of tenements (g)	4,939,906 4,939,906 - 287,500 - 5,000 - (630,000)
	4,939,906 4,602,406

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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7. INVESTIGATING ACCOUNTANT8. INDEPENDENT SOLICITOR ’S REPORT
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12. Contingent Liabilities and Commitments

Further payments may be payable to Guide Resources under the ATS as noted in the Background section of this report. Royalties may be payable from production of certain minerals. The Company has an agreement with Geotech Airborne Pty Ltd (“GA”) for GA to provide electromagnetic surveys to Classic at an estimated cost of $140,787 and such services are expected to commence in early 2013. Based on discussions with the Directors and legal advisors, to our knowledge, the Company has no other material commitment or contingent liabilities not otherwise disclosed in this Investigating Accountant’s Report (refer Background section 3 of this report) and in the Prospectus. Investors should read the Solicitor’s Report on Mining Tenements and the Independent Geologist’s Report for further possible contingencies and commitments. For details on proposed exploration commitments on mineral tenements, refer to the Independent Solicitor’s Report on Mining Tenements in section 6 of the Prospectus and sections 2.4 and 3.3 of the Prospectus.

13. Employment and Management Agreements

The Company has entered into an employment contract with Mr Jeffrey Nurse (“Nurse”) for Nurse to act as the Commercial Manager of Classic effective from 2 April 2012. Nurse is entitled to an annual base salary of $110,000 plus 9% statutory superannuation. Normal termination provisions apply and further details on the employment contract are noted elsewhere in the Prospectus.

The Company has also entered into an employment contract with Jacob Doutch as Tenement Manager effective from 15 June 2012 at and agreed salary of $133,328 inclusive of superannuation and an agreement was entered into effective 9 November 2012 with Justin Doutch to act as the Managing Director at a cost of $196,200 inclusive of superannuation. Justin Doutch is entitles to a motor vehicle that he may retain at no cost after 5 years or on retirement if before 5 years.

The Company has also entered into an employment contract with Barron Bonney as Native Title Officer effective from 13 November 2012 at a cost of $89,721 inclusive of superannuation.

The Company has also entered into a consultancy agreement with Namija Pty Ltd (as trustee for the Namija Trust), a company associated with a Tracy Pearson to provide business services at the rate of $2,500 per week plus GST. In Addition Namija Pty Ltd will be paid a success fee of $125,000 plus GST once the Company achieves an ASX listing (disclosed in the pro-forma accounts as part of capital raising costs).

The Company has also entered into a consultancy agreement with Aneles Pty Ltd, a company associated with James Passaris to provide business services at the rate of $2,500 per week plus GST. A summary of the financial details on the employment agreements and other service type agreements are outlined in the Material Contracts section 9 and section 1.10 of the Prospectus.

The non-executive directors, Stan Procak and Paul Lambrecht are entitled to directors fees of $50,000 per annum.

14. Rental Of Premises Commitments

The Company has entered into a lease of office premises agreement and the lease expired on 1 August 2012 but has been rolled over on a monthly tenancy. The annual fee approximates $34,000 plus variable outgoings of approximately $6,000 per annum and GST. The Company may seek new premises on achieving an ASX listing.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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8. SOLICITOR’S REPORT ON MINING TENEMENTS

28 February 2013 My ref: RG 16291

The Directors Classic Minerals Limited (ACN 119 484 016) Suite 2, 40 Cedric Street STIRLING WA 6021

Dear Sirs

RE: SOLICITOR’S REPORT ON MINING TENEMENTS

1. Introduction

This Solicitor’s Report is prepared for inclusion in a replacement prospectus to be issued by Classic Minerals Limited (the Company) on or about 1 March 2013 to raise up to $4,500,000 (the Prospectus). This prospectus replaces the prospectus dated 18 February 2013 (“original Prospectus”). The offer in the Prospectus comprises the issue by the Company of 22,500,000 fully paid ordinary shares at an issue price of 20 cents per Share. Oversubscriptions of up to $1,500,000 may be accepted by the Company.

We are instructed that as at the date of this report the Company has entered into various agreements in relation to the Tenements (Contracts), the terms and conditions of which agreements are set out in section of the Prospectus.

Under the Contracts, the Company is entitled, subject to exercise of the options and completion of the Contracts, to acquire an interest in various applications for the grant of mining tenements and granted mining tenements. In addition, the Company has made an application for the grant of a mining tenement in its own right (all granted mining tenements and all applications, collectively referred to as the Tenements).

A schedule of Tenements is attached to and forms part of this report (Schedule). In addition to a list of the Tenements, the Schedule contains notes in relation to the status of the Tenements, native title claims affecting the Tenements and endorsements and conditions affecting the Tenements.

All of the Tenements are located in Western Australia.

2. Opinion

As a result of my searches (referred to below) and enquiries, but subject to the assumptions and qualifications set out below, we are satisfied that, as at the date of the relevant searches:

2.1.1 the details of the Tenements included in this report are accurate as to the status of the Tenements and the Company’s interest in the Tenements;
2.1.2 where title to a Tenement has not been granted or an application for extension of a term of a Tenement is pending, that fact is disclosed in the Schedule or the Notes;
2.1.3 all applicable rents due under the Mining Act in respect of the Tenements have been paid, unless otherwise noted in the Schedule;
2.1.4 all expenditure requirements under the Mining Act have been met or exemptions obtained, unless otherwise noted in the Schedule. We can not comment on the likely success of any applications for expenditure exemptions that have been applied for but not granted as at the date of this report;

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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8. SOLICITOR’S REPORT ON MINING TENEMENTS
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2.1.5 under the terms and conditions of the Contracts, the Company has the right to acquire an interest in the Tenements on the terms set out in the Contracts, subject to the matters referred to in this report or the Schedule; and
2.1.6 Tenements granted since 23 December 1996 are valid assuming the applicable processes prescribed by the Native Title Act 1993 as amended by the Native Title Amendment Act 1998 (Cth) (which as amended is referred to as the NTA) were complied with by the State Government (which we have not checked).

The valid grant of any of the current applications for Tenements which may affect native title will require compliance with the applicable processes of the NTA.

3. Qualifications

While the status of the Tenements is dealt with in the Schedules, we point out, by way of summary, that:

(a) We have assumed the accuracy and completeness of all Tenement searches and other information or responses which were obtained from the relevant Department or authority. We cannot comment on any obligations of the Company that may arise from agreements that are not registered as a dealing, encumbrance or otherwise noted on the searches of the Tenements obtained from the Western Australian Department of Mines and Petroleum (DMP);
(b) the holding of the Tenements is subject to compliance with the terms and conditions and the provisions of the Mining Act;
(c) We have assumed the accuracy and completeness of any instructions or information which we have received from the Company or any of its officers, agents and representatives;
(d) We have further assumed that the Company’s seals and signatures on all the Contracts are authentic and that the Contracts are and were within the capacity and powers of those who executed them. We assume that all of the Contracts were validly authorised, executed and delivered by and are binding on the parties to them and comprise the entire agreements of the parties to each of them with respect to their respective subject matters. We have relied on the Company’s instructions that the Contracts are the only contracts or arrangements relating to the Tenements to which it is a party or of which it is aware;
(e) with respect to any application for the grant of a Tenement, we express no opinion as to whether such application will ultimately be granted and that reasonable conditions will be imposed upon grant, although we have no reason to believe that any application will be refused or that unreasonable conditions will be imposed;
(f) where compliance with the requirements necessary to maintain a Tenement in good standing is not disclosed on the face of the searches referred to in this report, we express no opinion on such compliance;
(g) references in the Schedule to any area of land are taken from details shown on searches obtained from the DMP. It is not possible to verify the accuracy of those areas without conducting a survey;
(h) where Ministerial consent to any agreement or dealing referred to in Part II of this report is being or will be sought, we express no opinion as to whether such consent will be granted, or the consequences of consent being refused, although I have no reason to believe that any application for consent will be refused;
(i) the Schedule of Tenements is accurate as at 12 February 2013 as it is based on searches from the DMP at that date. We cannot comment on whether any changes have occurred in respect of the Tenements between 12 February 2013 and the date of the Prospectus; and
(j) in relation to each native title claim outlined in this report we do not express an opinion on the merits of such native title claim.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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4. Mining Tenements

(a) Exploration Licence

An exploration licence remains in force for a period of 5 years. The Minister may extend the term by a further period of 5 years followed by a further period or periods of 2 years. An exploration licence cannot be assigned during the first year of its term without the prior written consent of the Minister.

Thereafter, there is no restriction on assignment. Pursuant to sections 67(1) and 75(7) of the Mining Act, the holder of an exploration licence may apply for and, subject to the Mining Act and the conditions of the licence, has the right to have granted one or more mining leases over any of the land within the area of the licence.

(b) Mining Lease

A mining lease remains in force for a period of 21 years and may be renewed for successive periods of 21 years. It is a breach of a condition of a mining lease to assign it without the prior written consent of the Minister. In the case of a mining lease application which is a conversion from either a prospecting licence or an exploration licence, if the licence is assigned, the mining lease application continues in the name of the assignee.

(c) General Conditions

Mining tenements are granted subject to various conditions prescribed by the Mining Act including payment of rent, compliance with minimum expenditure and reporting requirements.

Certain conditions that apply to one or more of the Tenements include standard environmental conditions. Tenements are also subject to statutory requirements of certain other Acts including Aboriginal heritage legislation, environmental protection legislation and rights in water legislation. These standard conditions are not detailed in the notes to the Schedule.

(d) Specific Conditions

Specific conditions applicable to the individual Tenements are detailed in the notes to the Schedule.

(e) Encumbrances

Encumbrances and caveats applicable to the individual Tenements are mentioned in the Schedule.

(f) Compliance

The Company’s interest in or right in relation to the granted Mining Tenements is subject to the holder continuing to comply with the respective terms and conditions of the respective granted Mining Tenements under the provisions of the Act, and any regulations made pursuant to that Act, together with the conditions specifically applicable to any granted Mining Tenement. We have sought and received confirmation from the Company that the various conditions in respect of each granted Mining Tenement have been met in all material respects.

5. Searches

For the purposes of this report, we have conducted and reviewed searches of the Tenements in the register maintained by the DMP and made enquiries in respect of all the Tenements.

These searches were conducted on 12 February 2013.

We have obtained “Quick Appraisal” reports from the DMP, summarising information available in the “TENGRAPH” system maintained by the DMP to determine if any native title claims are registered over the area of the Tenements. These searches were conducted on 12 February 2013. We have obtained extracts from the Register of Native Title Claims maintained by the National Native Title Tribunal (NNTT) in respect of registered native title claims identified in the Quick Appraisals. This material was obtained on 12 February 2013.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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8. SOLICITOR’S REPORT ON MINING TENEMENTS
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6. Aboriginal Sites

Tenements in Western Australia are granted subject to an endorsement reminding the tenement holder of its obligation to comply with the requirements of the Aboriginal Heritage Act 1972 (WA) (Heritage Act).

The Heritage Act protects sites and areas of significance to Aboriginal persons. The Minister’s consent is required where any use of land is likely to result in the excavation or other alteration of or damage to an Aboriginal site or any objects on or under that site.

There is no requirement for a site to be registered in any public manner or, indeed, be in any way acknowledged as an Aboriginal site for it to qualify as an Aboriginal site for the purposes of the Heritage Act. A register of sites is maintained by the Aboriginal Affairs Department of Western Australia. The Heritage Act applies to all Aboriginal sites and objects whether or not they are registered under the Heritage Act. For that reason, we have not conducted a search of that register for the purposes of this report.

A practical method of minimising the danger of unintentional disturbance of a site, is to undertake Aboriginal heritage surveys with local Aboriginal communities before the commencement of land disturbing activities. This is an informal process because the Heritage Act does not actually prescribe a mechanism for identifying Aboriginal sites. We are not aware of any heritage surveys of the land the subject of the Tenements having been conducted to date.

The Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) (Heritage Protection Act) also affords some protection to Aboriginal sites in Western Australia. It allows declarations to be made which protect or preserve objects or areas which are of significance to Aboriginals, whether situated on private or Crown land.

Two types of declarations may be made in relation to significant Aboriginal objects or Aboriginal areas (being objects or areas of significance to Aboriginals in accordance with Aboriginal tradition) under the Heritage Protection Act:

(a) emergency declarations of preservation which remain in force for a maximum of 60 days; and
(b) declarations of preservation (which remain in force for the terms specified in the declarations).

Before making a permanent declaration in relation to an area, the Minister for Aboriginal Affairs must commission a report on the area, which addresses specific matters such as the significance of the area, the extent of the area to be protected and the effects of the declaration on any non-Aboriginal interests in the land.

Compensation is payable by the Minister for Aboriginal Affairs to a person who is, or is likely to be, affected by a permanent declaration of preservation.

It is an offence to contravene a declaration made under the Heritage Protection Act.

In respect of these sites and any other sites identified on any of the Tenements, the Company needs to ensure that any interference with such sites is in strict conformity with the provisions of the Heritage Act and the Heritage Protection Act.

7. Native Title Legislation

On 3 June 1992, the High Court of Australia held in Mabo v Queensland (No.2) (1992) 175 CLR 1 that the common law of Australia recognises a form of native title. In order to succeed in a native title claim the persons making such claim must show that they enjoy certain customary rights and privileges in respect of a particular area of land and that by these rights and privileges they have a connection with that land. Such a claim will not be recognised if the native title has been extinguished, either by voluntary surrender to the Crown, death of the last survivor of a community entitled to native title, abandonment of the land in question by that community or the granting of a wholly “inconsistent interest” in the land by the Crown.

An example of an inconsistent interest would be the granting of a freehold or some type of exclusive possession leasehold interest in the land. The granting of a lesser form of interest not conferring exclusive possession will not extinguish native title as it would not be wholly inconsistent with native title rights and interests.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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The Racial Discrimination Act 1975 (Cth) (RDA) enacted by the Federal Parliament is binding on the State of Western Australia, and generally makes racial discrimination unlawful.

The Commonwealth Parliament responded to the Mabo decision by passing the Native Title Act 1993 (Cth). This Act enabled a State Parliament to validate any mining tenements granted prior to its commencement which might otherwise have been invalid by reason of the RDA. The Native Title Act 1993 (Cth) was extensively amended by the Native Title Amendment Act 1998 (Cth). These amendments include the ability of a State Parliament to validate any titles which may have been invalidly granted over pastoral leases and certain other leasehold interests during the period 1 January 1994 to 23 December 1996. The State of Western Australia has enacted the validating legislation contemplated by the NTA: the Titles (Validation) and Native Title (Effect of Past Acts) Act 1995 as amended by the Titles (Validation) and Native Title (Effect of Past Acts) Amendment Act 1999.

8. Native Title Claims

Persons claiming to hold native title may lodge an application for determination of native title with the Federal Court. The Court will then refer the application to the Native Title Registrar for the registration test.

If the Native Title Registrar is satisfied that the lodged claim meets the registration requirements set out in the NTA (Registration Test), it will be entered on the Register of Native Title Claims maintained by the National Native Title Tribunal (Register). Claimants of registered claims are afforded certain procedural rights under the NTA including the “right to negotiate”.

Claims which fail to meet the Registration Test are recorded on the Schedule of Applications Received. Such claims may be entered on the Register at a later date if additional information is provided by the claimant that satisfies the Registration Test.

Some of the Tenements relate to land which is currently the subject of one or more registered native title claims. These claims are identified in the Schedule. If native title is found to exist, the nature of the native title may be such that consent to the grant of a mining tenement may be required by the native title holders but is withheld or only granted on conditions unacceptable to the Company.

We have not undertaken the considerable historical, anthropological and ethnographic work that would be required to determine the likelihood that existing claims may be successful, or the possibility of any further native title claims being made in the future.

In any event, the existence of native title is not the relevant issue for the Company. The relevant issue is the existence of a registered native title claim. That effectively requires the Company to observe the provisions of the NTA in proceeding with its applications for Tenements. The reason for this is that an act which affects native title rights such as the grant of a mining tenement may be invalid unless there has been compliance with the provisions of the NTA. Until the native title claim has been determined by the Federal Court the existence of native title will be uncertain. Prudence dictates that native title should be assumed to exist over all claimed land other than freehold, “exclusive possession” leasehold or vested reserve until the claim has been determined.

9. Effect of Native Title on Validity of Tenements

The existence of native title to an area as at the date of grant of a mining tenement may render the tenement invalid.

For example, if the provisions of the RDA or the NTA are ignored. I have reviewed the validity of each of the Mining Tenements and made notations as to their validity (from a native title perspective) in the Schedule, having regard to the following:

(a) Tenements granted since 23 December 1996

Mining Tenements granted since 23 December 1996 which affect native title rights and interests will be valid provided that the future act procedures set out in (b) below were followed by the relevant parties. I have not been instructed to analyse whether or not the relevant NTA procedures were followed in relation to each tenement, but are of the opinion that they were validly granted.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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8. SOLICITOR’S REPORT ON MINING TENEMENTS8. INDEPENDENT SOLICITOR’S REPORT
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All of the Mining Tenements in which the Company has an interest were granted subsequent to 23 December 1996 and are classified as valid future acts under the NTA.

(b) Future Tenement Grants

The valid grant of any mining tenement that may affect native title requires full compliance with the provisions of the NTA. The primary procedure prescribed under the NTA is the “right to negotiate” process.

The right to negotiate process involves the publishing or advertising of a notice of the proposed grant of a tenement followed by a 6 month period of negotiation between the State Government, the tenement applicant and the relevant registered native title claimant. If agreement is not reached to enable the grant to occur, the matter may be referred to arbitration before the National Native Title Tribunal (“NNTT”), which has a further 6 months to reach a decision. The decision of the NNTT may be reviewed by the relevant Federal Minister.

The right to negotiate process is not required to be followed in respect of a proposed future act in instances where the expedited procedure applies. Under the NTA, a future act is an act attracting the expedited procedure if:

(a) the act is not to interfere directly with the carrying on of the community or social activities of the persons who are the holders of native title in relation to the land; and
(b) the act is not likely to interfere with areas or sites of particular significance, in accordance with their traditions, to the persons who are holders of the native title in relation to the land; and
(c) the act is not likely to involve major disturbance to any land or waters concerned or create rights whose exercise is likely to involve major disturbance to any land.

When the proposed future act is considered to be one that attracts the expedited procedure, persons have until 3 months after the notification date to take steps to become a native title party in relation to the relevant act (for example the proposed granting of an exploration licence). The future act may be done unless, within 4 months after the notification day, a native title party lodges an objection with the NNTT against the inclusion of a statement that the proposed future act is an act attracting the expedited procedure.

If there are no native title parties or no objections lodged within the 4 month period, the act may be done. If one or more native title parties object to the statement, the NNTT must determine whether the act is an act attracting the expedited procedure. If the NNTT determines that it is, the State may do the future act (ie grant an exploration licence).

The right to negotiate process does not have to be pursued in cases where an indigenous land use agreement (“ILUA”) is negotiated with the relevant Aboriginal people and registered with the NNTT. In such cases, the procedures prescribed by the ILUA must be followed to obtain the valid grant of the tenement. These procedures will vary depending on the terms of the ILUA.

We have not been provided with any information on any negotiations relating to any ILUA for any of the Mining Tenements.

10. Consent

This report is given solely for the benefit of the Company and the directors of the Company in connection with the issue of the Prospectus and is not to be relied on or disclosed to any other person or used for any other purpose or quoted or referred to in any public document or filed with any government body or other person without my prior written consent.

Yours faithfully

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Barristers and Solicitors

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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TENEMENT SCHEDULE

Tenement Name	Holders (Shares)	Area Blocks	Grant Date	Expiry Date	Rent ($)	Minimum Expenditure ($)	Notes	Endorsements and conditions
Mt Maitland
E51/1267	Classic Minerals Ltd	56	9 January 2009	8 January 2014	$10,161.20	$84,000.00	NNTT No: WC 04/10. Federal Court No: WAD 6033/98 (Wajarri Yamatji).	Endorsements: 1, 2. Conditions: 1, 2, 3, 4, 5, 6, 12.
E51/1485	Classic Minerals Ltd	15	21 October 2011	20 October 2016	$1,750.00	$20,000.00	NNTT No: WC 04/10. Federal Court No: WAD 6033/98 (Wajarri Yamatji).	Endorsements: 1, 2. Conditions: 1, 2, 3, 4, 5, 6, 12.
Fraser Range
E28/1904	Classic Minerals Ltd	28	22 October 2009	21 October 2014	$5,080.60	$42,000.00	NNTT No: WC 99/2. Federal Court No: WAD 6020/98 (Ngadju).	Endorsements: 1, 2. Conditions: 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11.
Cowarna Rocks
E28/2238	Classic Minerals Ltd	32	Pending	N/A	N/A	N/A	NNTT No: WC 99/30. Federal Court No: WAD 70/98 (Central East Goldfields People).
Dohertys
M57/619	Golden West Resources Ltd	176 Ha	26 February 2007	25 February 2028	$2,710.40	$17,600.00	N/A	Endorsements: 1, 2 and 3. Conditions: 1, 2, 3, 4, 5, 6, 13, 14, 15.

NOTES TO TENEMENT SCHEDULE

Endorsements

The Licensee’s attention is drawn to the provisions of the Aboriginal Heritage Act 1972 and any Regulations thereunder.
The Licensee’s attention is drawn to the Environmental Protection Act 1986 and the Environmental Protection (Clearing of Native Vegetation) Regulations 2004, which provides for the protection of all native vegetation from damage unless prior permission is obtained.
This Mining Lease authorises the mining of the land for all minerals as defined in section 8 of the Mining Act 1978 with the exception of:
Uranium ore;
Iron ore, unless specifically authorised under section 111 of the Act.

Conditions

All surface holes drilled for the purpose of exploration are to be capped, filled or otherwise made safe after completion.
All costeans and other disturbances to the surface of the land made as a result of exploration, including costeans, drill pads, grid lines and access tracks, being backfilled and rehabilitated to the satisfaction of the Environmental Officer, Department of Mines and Petroleum (DMP). Backfilling and rehabilitation being required no later than 6 months after excavation unless otherwise approved in writing by the Environmental Officer, DMP.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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8. SOLICITOR’S REPORT ON MINING TENEMENTS
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All waste materials, rubbish, plastic sample bags, abandoned equipment and temporary buildings being removed from the mining tenement prior to or at the termination of exploration program.
Unless the written approval of the Environmental Officer, DMP is first obtained, the use of drilling rigs, scrapers, graders, bulldozers, backhoes or other mechanised equipment for surface disturbance or the excavation of costeans is prohibited. Following approval, all topsoil being removed ahead of mining operations and separately stockpiled for replacement after backfilling and/or completion of operations.
The Licensee notifying the holder of any underlying pastoral or grazing lease by telephone or in person, or by registered post if contact cannot be made, prior to undertaking airborne geophysical surveys or any ground disturbing activities utilising equipment such as scrapers, graders, bulldozers, backhoes, drilling rigs; water carting equipment or other mechanised equipment.
The Licensee or transferee, as the case may be, shall within thirty (30) days of receiving written notification of:
the grant of the Licence; or
registration of a transfer introducing a new Licensee;

advise, by registered post, the holder of any underlying pastoral or grazing lease details of the grant or transfer.

Prior to accessing the licence area, the licensee shall consult with the Environmental Officer, DMP, and ensure that where required all vehicles and equipment entering the designated area are washed down to remove soil and plant propagules and adhering to such conditions specified for the prevention of the spread of soil- borne diseases.
Prior to any activity involving disturbance to vegetation and soils including:-
exploration access; and/or
exploration sampling;

the licensee preparing a detailed program for each phase of proposed exploration for written approval of the Director, Environment, DMP. The Director, Environment, DMP to consult with the Regional/District Manager, Department of Environment and Conservation or other government agency (as relevant) prior to approval. This program to describe the environmental impacts and programs for their management and is to include:

maps and/or aerial photographs showing the proposed locations of all ground activities and disturbances;
the purpose, specifications and extent of each activity and disturbance;
descriptions of all vegetation types (in general terms), land forms, and unusual features likely to be disturbed by such proposed disturbances;
details on proposals that may disturb sensitive terrestrial habitats including any declared rare flora and fauna if applicable;
procedures to protect the integrity of special ecosystems such as wetland systems, mangal communities and rainforests areas (and/or associated rainforest monitoring sites) if applicable;
techniques, prescriptions, and timetable for rehabilitation of all proposed disturbances;
undertaking for corrective measures for failed rehabilitation;
details of water requirements from within the designated area;
details of refuse disposal; and
proposals for instruction and supervision of personnel and contractors in respect to environmental conditions.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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Access to and from and the movement of vehicles within the licence area being restricted to ground or seasonal conditions and routes approved under the program or otherwise agreed by the Environmental Officer, DMP.
At agreed intervals, not greater than 12 monthly, the licensee providing a brief report to the Director, Environment, DMP outlining the progress of the operation and rehabilitation program and the proposed operations and rehabilitation programs for the next 12 months.
Prior to the cessation of the exploration/prospecting activity in the designated area, the licensee notifying the Environmental Officer, DMP and arranging an inspection as required.
No exploration activities being carried out on Stock Route Reserve 10367 which restrict the use of the reserve. 13. Survey.
The Lessee submitting a plan of proposed operations and measures to safeguard the environment to the Director, Environment, DMP for his assessment and written approval prior to commencing any developmental or productive mining or construction activity.
No interference with Geodetic Survey Station TOM TERRIFIC and mining within 15 metres thereof being confined to below a depth of 15 metres from the natural surface.

NATIVE TITLE CLAIMS

2.1.6.1.1 Native Title Claim WC 04/10
2.1.6.1.2 Native Title Claim WC 99/2
2.1.6.1.3 Native Title Claim WC 99/30

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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9. SUMMARY OF MATERIAL CONTRACTS
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9. SUMMARY OF MATERIAL CONTRACTS

Set out below is a summary of the contracts to which the Company is a party that may be material or otherwise may be relevant to a potential investor in the Company.

The whole of the provisions of the agreements below are not repeated in this Prospectus and any intending Applicant who wishes to gain a full knowledge of the content of the agreements should inspect the same at the registered office of the Company.

9.1 OPTION AGREEMENT – GOLDEN WEST

9.1.1 On 1 May 2009, the Company entered into an Option Agreement (“Golden West Agreement”) with Golden West Resources Pty Limited (“Golden West”) whereby the Company was granted the exclusive option (“Option”) to acquire a 90% interest in Mining Lease M57/619 (WA) (“Interest”) from Golden West, free from encumbrances.
9.1.2 The material terms of the Golden West Agreement are as follows:
(a) The exercise of the Option and settlement of the acquisition of the Interest is subject to approval of the Minister for Mines pursuant to Section 82(1)(d) of the Mining Act 1978 (WA).
(c) The Company must pay an option fee of $2,000 to Golden West in consideration of granting the Option.
(c) During the term of the Option the Company must expend $200,000 on:
- (i) exploration work as the Company elects;
- (ii) ensure all minimum expenditure commitments are met in accordance with the Mining Act; and
- (iii) pay all rates, rents and taxes, to maintain M 57/619 in good standing.
(d) The Company may exercise the Option by notice in writing within 3 years of the Golden West Agreement being signed, subject to the Company having expended the $200,000 on exploration work as outlined above.
(e) Settlement of the transfer of the Interest to the Company will take place within 21 days of the exercise of the Option by the Company.
(f) At or before settlement the Company will pay the purchase price of $80,000 plus GST (if applicable) for the Interest. If the Company fails to pay the purchase price on the settlement date, Golden West may require payment to be made within 14 days. If payment is not made within this timeframe Golden West may rescind the Golden West Agreement.
(g) On and from the Company’s acquisition of the Interest, the Company and Golden West will be associated in an unincorporated joint venture the material terms of which are to be as follows:
- (i) the joint venture is to be substantially in the form of the AMPLA Model Exploration Joint Venture Agreement (Minerals), supplemented by the terms contained in the Golden West Agreement, such agreement is to be negotiated and formalised on request by either party;
- (ii) the object of the joint venture is to explore for and develop minerals from M57/619 if commercially viable;
- (iii) the interests in the joint venture shall be:
  - (A) 90% to the Company; and
  - (B) 10% to Golden West.
(h) During the Option’s term the Company has an exclusive licence to prospect and explore for all minerals on M57/619 provided that the Company:

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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(i) complies with all terms and conditions of M57/619, maintains insurances, meets environmental rehabilitation requirements and complies with safety requirements; and
(ii) indemnifies Golden West for loss or damage arising from the Company’s operations on M57/619 during the Option’s term.
(i) Golden West provides warranties in favour of the Company which are considered standard for an agreement of this type.
(j) The Company may withdraw from the Golden West Agreement during the Option term.
(k) The Golden West Agreement otherwise contains provisions which are considered standard for an agreement of this type.

9.2 DEED OF EXTENSION – GOLDEN WEST

9.2.1 On 31 May 2012, the Company entered into a Deed of Extension Agreement (“Golden West Extension Agreement”) with Golden West whereby the Company was granted an extension of the Option Term under the Golden West Agreement to 30 April 2013. The Golden West Agreement shall continue in accordance with its terms save for the extension of the Option Period as provided for in the Golden West Extension Agreement.

9.3 AGREEMENT FOR SOURCING TENEMENTS

9.3.1 On 23 May 2011, the Company entered into an agreement for sourcing tenements (“Sourcing Agreement”) with Guide Resources Pty Ltd (“Guide Resources”).
9.3.2 The material terms of the Sourcing Agreement are as follows:
(a) Guide Resources may identify and provide details to the Company of mineral tenements which are available for purchase and/or areas that are available for mining tenement application.
(b) If the Company acquires or has granted to it a tenement referred by Guide Resources (“Relevant Tenement”), Guide Resources will be entitled to explore for and exploit minerals other than uranium, gold and silver under specific co-operation principles (“Co-operation Principles”), including:
- (i) the legal title to the Relevant Tenements will be held by the Company;
- (ii) the Company will be required to maintain the Relevant Tenements in good standing, including meeting all minimum expenditure commitments or obtain exemptions;
- (iii) if the Company decides to surrender a Relevant Tenement, it must first offer to transfer it to Guide Resources for no consideration;
- (iv) the Company will bear all the rents and rates for Relevant Tenements provided that Guide Resources will reimburse the Company for 25% of such;
- (v) the parties will be responsible for the rehabilitation of any area disturbed by them;
- (vi) the parties will each be liable for any loss or damage to property or personal injury caused by their respective activities on the Relevant Tenements, and they each indemnify the other in respect of such liability;
- (vii) the Company will be responsible for any native title negotiations provided that Guide Resources must pay for the costs associated with native title specifically affecting Guide Resources’ activities;
- (viii) if Guide Resources identifies and wishes to mine a resource other than gold, silver or uranium on a Relevant Tenement it can direct the Company to apply for a mining lease over the area required for mining operations at Guide Resources’ cost.
(c) If the Company proceeds with mining on a Relevant Tenement Guide Resources will be entitled to a royalty

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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9. SUMMARY OF MATERIAL CONTRACTS
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on ore mined at the rate of $2.50 per wet tonne. This royalty will continue to apply where all or part of a Relevant Tenement is transferred to a third party.

(d) Guide Resources’ rights in a Relevant Tenement continue for the life of the tenement.
(e) If the Company acquires an interest in a mining tenement (“New Tenement”), any part of which is within a distance of 20km from any Relevant Tenement, then the New Tenement is deemed to be a Relevant Tenement subject to the terms of the Sourcing Agreement. This provision does not have successive application to the Company’s acquisition of a further mining tenement which is within a distance of 20km from the New Tenement. This clause will continue even after termination of the Sourcing Agreement.
(f) Guide Resources may direct the Company to apply for iron ore rights over a Relevant Tenement at Guide Resources’ cost.
(g) The Sourcing Agreement may be terminated by notice from either party, provided that Guide Resources will retain interests in any Relevant Tenements to that date.
(h) An introduction fee of a mutually agreed value must be paid by the Company to Guide Resources for each Relevant Tenement acquired by the Company, but failing agreement, such fee will be $10,000.
(i) The Sourcing Agreement otherwise contains provisions considered standard in agreements of such nature.

9.4 CONSULTANT AGREEMENT – NAMIJA PTY LTD

9.4.1 On 30 January 2012, the Company entered into a Consulting Agreement with Namija Pty Ltd (“Namija”) for the provision of business strategy, capital raising and indigenous affairs support and consulting services.
9.4.2 In consideration for the consulting services, the Company will pay the consultant a monthly fee of $10,833.33 per month commencing from 30 January 2012, unless otherwise negotiated between the parties.
9.4.3 Providing the consultancy agreement is current and operational, then upon successfully listing on the ASX, Namija will be paid a success fee of $125,000 plus GST within 14 days after listing.
9.4.4 The Consulting Agreement is an evergreen contract and will only expire if either the Company (or the Consultant) formally cancels the contract by serving a formal one month notice of termination.

9.5 EMPLOYMENT AGREEMENT – JACOB DOUTCH

9.5.1 On 25 May 2012, the Company entered into an employment agreement with Mr Jacob Doutch (“Jacob Doutch Agreement”) effective from 15 June 2012. Under the Jacob Doutch Agreement, Mr Jacob Doutch is engaged by the Company to provide services to the Company in the capacity of Tenement Manager.
9.5.2 The Jacob Doutch Agreement contains standard termination provisions under which the Company can give notice of termination, or alternatively, payment in lieu of services. In addition, Mr Jacob Doutch is entitled to all unpaid remuneration and entitlements up to the date of termination.
9.5.3 Mr Jacob Doutch is to be paid annual remuneration of $122,320 plus statutory superannuation. Any work completed on public holidays, weekends and extra hours worked will attract payment of overtime at the prescribed rates:
Time and a half for the first 2 hours and double time for any hours in excess;
All work on Sunday will be paid at double time; and
Public holidays will attract overtime at double time for the first 4 hours and triple time for any hours in excess of 4 hours.
9.5.4 Mr Jacob Doutch will also be reimbursed for reasonable expenses incurred in carrying out his duties.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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9.6 EMPLOYMENT AGREEMENT – JEFFREY NURSE

9.6.1 On 26 March 2012, the Company entered into an employment agreement with Mr Jeffrey Nurse (“Nurse Agreement”) effective from 2 April 2012. Under the Nurse Agreement, Mr Nurse is engaged by the Company to provide services to the Company in the capacity of Commercial Manager.
9.6.2 The Nurse Agreement contains standard termination provisions under which the Company can give notice of termination, or alternatively, payment in lieu of services. In addition, Mr Nurse is entitled to all unpaid remuneration and entitlements up to the date of termination.
9.6.3 Mr Nurse is to be paid annual remuneration of $110,000 plus statutory superannuation.
9.6.4 Mr Nurse will also be reimbursed for reasonable expenses incurred in carrying out his duties.

9.7 EMPLOYMENT AGREEMENT – BARRON BONNEY

9.7.1 On 20 November 2012, the Company entered into an employment agreement with Mr Barron Bonney (“Bonney Agreement”) effective from 13 November 2012. Under the Bonney Agreement, Mr Bonney is engaged by the Company to provide services to the Company in the capacity of Native Title and Aboriginal Affairs Liaison.
9.7.2 The Bonney Agreement contains standard termination provisions under which the Company can give notice of termination, or alternatively, payment in lieu of services. In addition, Mr Bonney is entitled to all unpaid remuneration and entitlements up to the date of termination.
9.7.3 Mr Bonney is to be paid annual remuneration of $81,900 plus statutory superannuation.
9.7.4 Mr Bonney will also be reimbursed for reasonable expenses incurred in carrying out his duties.

9.8 CONSULTING AGREEMENT – ANELES CONSULTING SERVICES PTY LTD

9.8.1 On 1 July 2011, the Company entered into a consulting agreement with Aneles Consulting Services Pty Ltd (“Aneles Agreement”) for the provision of capital raising, business development and other duties as directed by the board.
9.8.2 In consideration for the consulting services, the Company will pay the consultant a weekly fee of $2,500 plus GST commencing from 1 July 2011, unless otherwise negotiated between the parties.
9.8.3 The Aneles Agreement is an evergreen contract and will only expire if either the Company (or Aneles) formally cancels the contract by serving a formal three month notice of termination.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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10. ADDITIONAL INFORMATION
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10. ADDITIONAL INFORMATION

10.1 RIGHTS ATTACHING TO SECURITIES

Ordinary Shares

The rights, privileges and restrictions attaching to Shares can be summarised as follows:

(a) General Meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act and the Constitution of the Company.

(b) Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at general meetings of shareholders or classes of shareholders:

(i) each shareholder entitled to vote may vote in person or by proxy, attorney or representative;
(ii) on a show of hands, every person present who is a shareholder or a proxy, attorney or representative of a shareholder has one vote; and
(iii) on a poll, every person present who is a shareholder or a proxy, attorney or representative of a shareholder shall, in respect of each fully paid share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the share, but in respect of partly paid shares shall have such number of votes as bears the same proportion to the total of such shares registered in the shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

(c) Dividend Rights

Subject to the rights of persons (if any) entitled to shares with special rights to dividend the Directors may declare a final dividend out of profits in accordance with the Corporations Act and may authorise the payment or crediting by the Company to the shareholders of such a dividend. The Directors may authorise the payment or crediting by the Company to the shareholders of such interim dividends as appear to the Directors to be justified by the profits of the Company. Subject to the rights of persons (if any) entitled to shares with special rights as to dividend all dividends are to be declared and paid according to the amounts paid or credited as paid on the shares in respect of which the dividend is paid. Interest may not be paid by the Company in respect of any dividend, whether final or interim.

(d) 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.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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(e) Transfer of Shares

Generally, shares in the Company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act.

(f) Variation of Rights

Pursuant to Section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of shareholders vary or abrogate the rights attaching to shares.

If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up may be varied or abrogated with the consent in writing of the holders of three-quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

10.2 PROPOSED NON-RENOUNCEABLE ENTITLEMENTS ISSUE OF OPTIONS AFTER LISTING

As detailed in Section 2.6 of this Prospectus, it is proposed that all Shareholders registered on the share register of Classic within three months following the listing of Classic’s Shares on ASX will be entitled to participate in a nonrenounceable entitlements issue of 1 cent ($0.01) Entitlement Options on the basis of 1 Entitlement Option for every 2 Shares then held.

The Company intends to seek quotation of the Entitlement Options offered under the proposed non-renounceable entitlements Issue.

A summary of the terms and conditions of the Entitlement Options is as follows:

(a) Each Entitlement Option entitles the holder to acquire one fully paid ordinary share in the Company.
(b) The Entitlement Options may be exercised at any time until 30 June 2015. Each Entitlement 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 twenty cents ($0.20) per Entitlement Option exercised. The Entitlement Option will lapse at 5.00pm WST on 30 June 2015.
(c) The Entitlement Option may be transferred by an instrument (duly stamped where necessary) in the form commonly used for transfer of Entitlement Option at any time until 30 June 2015. This right is subject to any restrictions on the transfer of Entitlement Option that may be imposed by ASX in circumstances where the Company is Listed on ASX. Quotation on ASX will be sought for these Entitlement Options.
(d) Entitlement Option holders shall be permitted to participate in new issues of securities on the prior exercise of options in which case the Entitlement Option holders 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 Entitlement Option.
(e) Shares issued on the exercise of Entitlement Options will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application moneys. Shares allotted pursuant to the exercise of an Entitlement 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 Entitlement Option, apply to ASX for Quotation of the 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 Entitlement 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.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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10. ADDITIONAL INFORMATION
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(g) If there is a bonus issue to shareholders, the number of shares over which the Entitlement Option is exercisable may be increased by the number of shares which the holder of the Entitlement Option would have received if the Entitlement 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 Entitlement Options may be reduced in accordance with Listing Rule 6.22.

10.3 EMPLOYEE INCENTIVE SCHEME

As an incentive to employees of Classic, the Company has adopted a scheme called the Classic Minerals Limited Employee Incentive Scheme (Scheme). At the date of this Prospectus, no options have been granted under this Scheme.

The purpose of the Scheme is to give employees, directors, executive officers and consultants of the Company an opportunity, in the form of options, to subscribe for ordinary shares in the Company. The Directors consider the Scheme will enable the Company to retain and attract skilled and experienced employees, board members and executive officers and provide them with the motivation to make the Company more successful.

Brief Overview of the Scheme

A summary of the Terms and Conditions of the Scheme is set out below:

Participants in the Scheme

The Board may offer free options to persons (“Eligible Persons”) who are:

Full-time or part-time employees; or
Directors

Upon receipt of such an Offer, the Eligible Person may nominate an associate acceptable to the Board to be issued with the options.

Terms of Options

There is no issue price for the options. The exercise price for the options will be:

125% of the market value (as defined in the Terms and Conditions of the Scheme) of the Company’s Shares on the date on which the options are issued;
20 cents; or
any greater price determined by the Board,

whichever is the greatest.

Shares issued on exercise of options will rank equally with other ordinary shares of the Company.

Options may not be transferred without the approval of the Board. Quotation of options on ASX will not be sought. However, in the event that the Company is listed on ASX, it will apply to ASX for official quotation of shares issued on the exercise of options.

Restrictions on Issues and Exercise of Options

The Board may not offer options under the Scheme if the total number of Shares which would be issued were each option accepted, together with the number of Shares in the same class or options to acquire such Shares issued pursuant to all employee or executive share schemes during the previous five years, exceeds 5% of the total number of issued Shares in that class as at the date of the offer.

Options may only be issued or exercised within the limitations imposed by the Corporations Law and Listing Rules.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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Exercise of Options

Options may be exercised at any time between 2 and 5 years after the date of grant of the options.

If an Eligible Person leaves the employment of the group:

i. 2 years or more after options are issued; or
ii. because of retirement at or after 55 years of age, disablement, retrenchment, death or any other circumstances approved by the Board,

the options may be exercised within 30 days (or 3 months in the case of death), or any longer period permitted by the Board. If not exercised in that time, the options lapse.

If an Eligible Person leaves the employment of the group earlier than 2 years after options are issued and (ii) above does not apply, the options lapse.

If an Eligible Person acts fraudulently, dishonestly or in breach of obligations to the Company or any subsidiary then, at the Board’s discretion, options issued for that person will lapse.

Unexercised options will automatically lapse five years after they are issued.

Participation in Future Issues

The holders of options will only participate in new issues, including bonus issues, if they have exercised the options at that time and provided such exercise is permitted by the terms of the option.

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

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.

Capital Reconstruction

In the event of any reconstruction (including consolidation, subdivision, 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.

10.4 INTERESTS OF DIRECTORS OF THE COMPANY

Except as disclosed in this Prospectus, no director holds, or during the last two years has held any interest in:

(a) the formation or promotion of Classic Minerals;
(b) property acquired or proposed to be acquired by Classic Minerals in connection with its formation or promotion of the Offer; or
(c) the Offer,

and no amounts of any kind (whether in cash, Shares or otherwise) have been paid or agreed to be paid to any Director to induce him to become or to qualify as a Director or otherwise for services rendered by him in connection with the formation or promotion of the Company or the offer of Shares under this Prospectus.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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10. ADDITIONAL INFORMATION
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10.5 INTERESTS OF PERSONS NAMED

Other than as set out below or elsewhere in this Prospectus, 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 this Prospectus has, or has had within the two years before lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of Classic;
(b) property acquired or proposed to be acquired by Classic in connection with its formation or promotion of the Offer; or

(c) 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 of those persons for services rendered by them in connection with the formation or promotion of the Company or the offer of Shares under this Prospectus.

CoxsRocks Pty Ltd has acted as the Independent Geologist and has prepared an Independent Geologist’s Report which has been included in Section 6 of this Prospectus. The Company estimates that it will pay CoxsRocks Pty Ltd approximately $10,000 (excl. GST) for the provision of these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, CoxsRocks Pty Ltd has not received any other fees from the Company.

Stantons International has acted as Auditor and Investigating Accountant and has prepared an Investigating Accountant’s Report which has been included in Section 7 of this Prospectus. The Company estimates that it will pay Stantons International approximately $15,000 (excl. GST) for the provision of these services. Subsequent fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Stantons International has received $56,721 in fees for auditing services provided to the Company.

Lawton Gillon Lawyers has acted as Solicitors to the Company in relation to the Offer and has prepared a Solicitor’s Report on Mining Tenements which has been included in Section 8 of this Prospectus. The Company estimates that it will pay Lawton Gillon Lawyers approximately $15,000 (excl. GST) for the provision of these services. Subsequent fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Lawton Gillon Lawyers has not received any other fees from the Company.

Mining Corporate Pty Ltd has acted as IPO Compliance Manager in relation to the Offer and this Prospectus. The Company estimates that it will pay Mining Corporate Pty Ltd approximately $60,000 (excl. GST) for the provision of these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Mining Corporate Pty Ltd has received $30,000 in fees from the Company.

Advanced Share Registry Services have been appointed as Classic‘s share registry and will be paid for these services on normal commercial terms.

10.6 CONSENTS

The following persons have each consented to being named in the Prospectus and to the inclusion of the following statements and statements identified in this Prospectus as being based on statements made by those persons, in the form and context in which they are included, and have not withdrawn that consent before lodgement of this Prospectus with the ASIC:

CoxsRocks Pty Ltd – Independent Geologist’s Report;
Stantons International – Investigating Accountant’s Report; and
Lawton Gillon Lawyers – Solicitor’s Report on Mining Tenements.

To the maximum extent permitted by law, each of the persons referred to above expressly disclaims and takes no responsibility for any part of this Prospectus other than the statements referred to above and the statements identified in this Prospectus as being based on statements made by those persons.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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The following persons have consented to being named in this Prospectus but have not made any statements that are included in this Prospectus or statements identified in this Prospectus as being based on any statements made by those persons, and have not withdrawn their consent before lodgement of this Prospectus with ASIC:

Lawton Gillon Lawyers as legal advisors to Classic;
Stantons International as auditors of Classic;
Advanced Share Registry Services Ltd as Share Registrar; and
Mining Corporate Pty Ltd as IPO Compliance Managers to Classic.

To the maximum extent permitted by law, each of the persons referred to above expressly disclaims and takes no responsibility for any part of this Prospectus other than the references to their name.

10.7 EXPENSES OF THE OFFER

It is estimated that Classic Minerals will pay the following costs (exclusive of GST) in connection with the preparation and issue of this Prospectus:

and issue of this Prospectus:
Minimum	Subscription	Full Subscription	Full Oversubscription
	($3.5m)	($4.5m)	($6m)
ASIC and ASX Fees	$86,340	$87,240	$88,590
Broker Commission	$175,000	$225,000	$300,000
Compliance Manager Fee	$60,000	$60,000	$60,000
Success Fee	$125,000	$125,000	$125,000
Investigating Accountant’s Report	$15,000	$15,000	$15,000
Solicitor’s Report on Mining Tenements	$15,000	$15,000	$15,000
Independent Geologist’s Report	$10,000	$10,000	$10,000
Printing/Typesetting	$30,000	$30,000	$30,000
Miscellaneous	$18,660	$17,760	$41,410
Total	$535,000	$585,000	$685,000

10.8 TAXATION

The acquisition and disposal of Shares in Classic will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in Classic are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally.

To the maximum extent permitted by law, Classic, its officers and each of their respective advisors accept no liability or responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

10.9 EXPOSURE PERIOD

This Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. Potential investors should be aware that this examination may result in the identification of deficiencies in the Prospectus and, in those circumstances, any Application that has been received may need to be dealt with in accordance with Section 724 of the Corporations Act. Applications for Shares under this Prospectus will not be accepted by the Company until after the expiry of the Exposure Period. No preference will be conferred on persons who lodge Applications prior to the expiry of the Exposure Period.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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10. ADDITIONAL INFORMATION
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10.10 LITIGATION

Other than as disclosed elsewhere in this Prospectus, the Company is not involved in any material litigation or arbitration proceedings, nor, so far as the Directors are aware, are any such proceedings pending or threatened against the Company.

10.11 ELECTRONIC PROSPECTUS

Pursuant to Class Order 00/044 the 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 Application Form. If you have not, please email the Company at [email protected] and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus or both. Alternatively, you may obtain a copy of the Prospectus from the Company’s website at: www.classicminerals.com.au

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application 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.

10.12 CONTINUOUS DISCLOSURE OBLIGATIONS

On being admitted to ASX, the Company will be a “disclosing entity” for the purposes of Part 1.2A of the Corporations Act. As such, it will be subject to regular reporting and disclosure obligations which require it to disclose to ASX any information which it is, or becomes aware of concerning the Company and which a reasonable person would expect to have a material effect on the price or value of the securities of the Company. Their documents will also be made available on the Company’s website.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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11. GLOSSARY

Applicant means a person who submits an Application.

Application means a valid application to subscribe for Shares.

Application Form means the application form attached to and forming part of this Prospectus.

Application Monies means monies received by Classic from Applicants.

ASIC means the Australian Securities and Investments Commission.

ASTC means ASX Settlement Pty Ltd (ACN 008 504 532).

ASX means ASX Limited (ACN 008 624 691) trading as the Australian Securities Exchange

Auditors means Stantons International.

Board means the board of Directors unless the context indicates otherwise.

Business Day means a day other than a Saturday or Sunday on which banks are open for business in Perth, Western Australia.

CHESS means ASX Clearing House Electronic Subregistry System.

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

Closing Date means the date on which the Offer closes, being 5 April 2013.

Corporations Act means the Corporations Act 2001 of Australia.

Directors means the directors of the Company from time to time.

Dollars or $ means Australian dollars unless otherwise stated.

Entitlement Option means an option to be offered under the proposed non renounceable entitlements offer of options as detailed in section 2.6.

Exposure Period means the period of seven (7) days after the date of lodgement of the Original Prospectus, which period may be extended by the ASIC by not more than seven (7) days pursuant to Section 727(3) of the Corporations Act 2001.

Glossary means this glossary.

GST means goods and services tax

Independent Geologist means CoxsRocks Pty Ltd (ACN 111 457 231).

Independent Geologist’s Report means the report contained in Section 6 of this Prospectus.

Investigating Accountant means Stantons International.

Investigating Accountant’s Report means the report contained in Section 7 of this Prospectus.

Listing Rules means the official Listing Rules of the ASX.

Offer means the offer of up to 22,500,000 Shares at $0.20 each pursuant to this Prospectus with the ability to accept oversubscription for up to an additional 7,500,000 Shares.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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11. GLOSSARY
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Offer Period means the period commencing on the Opening Date and ending on the Closing Date.

Official List means the Official List of the ASX.

Opening Date means the date on which the Offer opens, being 5 March 2013.

Option means an option to acquire one Share.

Option Agreements means those agreements between the Vendors and the Company in relation to the Projects referred to at Section 9 of this Prospectus.

Ordinary Share means a fully paid ordinary share in the capital of Classic.

Projects means the mineral exploration projects in which the Company has acquired or will acquire an interest, as detailed in this Prospectus including the Independent Geologist’s Report and the Solicitor’s Report on Mining Tenements.

Prospects means the Prospects the subject of the Projects, as described in the Solicitor’s Report on Mining Tenements.

Prospectus means this replacement prospectus dated 1 March 2013 for the issue of up to 22,500,000 Shares at $0.20 each with the ability to accept oversubscription for up to an additional 7,500,000 Shares at $0.20 each.

Quotation means quotation of the Shares on ASX.

Share means a fully paid ordinary share in the capital of Classic.

Shareholder means a holder of Shares.

Share Registrar means Advanced Share Registry Services Pty Ltd

Solicitor’s Report on Mining Tenements means the report contained in Section 8 of this Prospectus.

Tenements means the Tenements the subject of the Projects, as described in the Solicitor’s Report on Mining Tenements.

Vendors mean the vendors of the Projects to the Company, as detailed in Section 9.

WST means Western Standard Time, Perth, Western Australia.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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12. CONSENT BY THE DIRECTORS

The Directors state that they have made all reasonable enquiries 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 enquiries 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 the ASIC, or to the Directors’ knowledge, before any issue of Shares pursuant to this Prospectus.

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 2001 and has not withdrawn that consent.

Dated 1 March 2013

Signed for and on behalf of

CLASSIC MINERALS LIMITED

By Justin Doutch Executive Director

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

BROKER/DEALER STAMP

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CLASSIC MINERALS LIMITED SHARE REGISTRAR USE ONLY ACN 119 484 016 APPLICATION FORM

Before completing this Application Form, you should read the Prospectus dated 1 March 2013 and the instructions overleaf. No Shares will be issued pursuant to the Prospectus later than 13 months after the date of the Prospectus.

PLEASE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM.

I/We apply for Shares in CLASSIC MINERALS LIMITED at $0.20 per Share or such lesser number of Shares which may be allocated to me/us by the Directors.

I/We lodge full application monies of $

First Name (PLEASE PRINT) Surname (PLEASE PRINT)

Joint Applicant #2 or

Joint Applicant #3 or

Postal Address (PLEASE PRINT)

Street Number Street

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Suburb/Town State Post code
Contact Name Telephone number – Business hours
( )
Telephone number – After hours
( )
CHESS HIN (where applicable) E-mail address
Tax File Number or Exemption Applicant #2 Applicant #3
CHEQUE DETAILS
Drawer Bank BSB Amount of cheque
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Cheques should be marked ‘ Not Negotiable ’ and make payable “ Classic Minerals Limited - Share Account”.

(Declarations, Statements and Instructions overpage)

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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DECLARATION AND STATEMENTS:

By lodging this Application Form:

I/We declare that all details and statements made by me/us are complete and accurate;

I/We agree to be bound by the terms and conditions set out in the Prospectus and by the Constitution of the Company;

I/We acknowledge that the Company will send me/us a paper copy of the Prospectus free of charge if I/we request so during the currency of the Prospectus;

I/We authorise the Company to complete and execute any documentation necessary to effect the issue of Shares to me/us; and I/We acknowledge that returning the Application Form with the application monies will constitute my/our offer to subscribe for Shares in Classic Minerals Limited and that no notice of acceptance of the application will be provided.

TO MEET THE REQUIREMENTS OF THE CORPORATIONS ACT 2001, THIS FORM MUST NOT BE HANDED TO ANY PERSON UNLESS IT IS ATTACHED TO OR ACCOMPANIED BY THE PROSPECTUS DATED 1 MARCH 2013.

HOW TO COMPLETE THE APPLICATION FORM

Applications must be made on the Application Form attached to this Prospectus. Please complete all relevant parts of the Application Form using BLOCK LETTERS.

A) Enter the NUMBER OF SHARES you wish to apply for. The application must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares.
B) Enter the TOTAL AMOUNT of application money payable. To calculate the amount, multiply the number of Shares applied for by $0.20.
C) Enter the FULL NAME(S) of all legal entities that are to be recorded as the registered holder(s). Use correct forms of registrable name (see below). Applications using the wrong form of name may be rejected.
D) Enter the POSTAL ADDRESS for all communications from the Company. Only one address can be recorded.
E) Enter a CONTACT NAME and TELEPHONE NUMBER(S) of a person the share registry can speak to regarding any queries they may have on the Application.
F) The Company will become an Issuer Sponsored participant in the Australian Stock Exchange CHESS System. This enables a holder to receive a statement of their shareholdings from the Company’s Share Registrar. If you are already a Broker Sponsored participant in this system, enter your Holder Identification Number (HIN). Otherwise, leave this box blank and your Shares will automatically be issued sponsored on allotment.
G) Enter the TAX FILE NUMBER(S) of the Applicant(s). Collection of Tax File Numbers is authorised by taxation laws. Quotation of Tax File Number(s) is not compulsory and will not affect the Application.
H) Enter the details of cheque(s) accompanying the Application Form in payment of application monies.

DECLARATION AND STATEMENTS

Before completing the Application Form the Applicant(s) should read the Prospectus dated 1 March 2013. The Applicant(s) agree(s), upon and subject to the terms of the Prospectus, to take any number of Shares equal to or less than the number of Shares indicated on the Application Form that may be allotted to the Applicants pursuant to the Prospectus and declare(s) that all details of statements made are complete and accurate.

No notice of acceptance of the Application will be provided by the Company prior to the allotment of Shares. Applicants agree to be bound upon acceptance by the Company of the Application.

If your Application Form is not completed correctly, it may still be treated as valid. The Company’s decision as to whether to treat your Application as valid, and how to construe, amend or complete it, shall be final.

There is no requirement to sign the Application Form.

PAYMENT

Applications for Shares must be accompanied by the application money of $0.20 per Share (in Australian currency). Cheques should be made payable to “ Classic Minerals Limited – Share Account ” and crossed ‘ Not Negotiable ’.

LODGING OF APPLICATIONS

Completed Application Forms and accompanying application monies must be: Posted to: OR Delivered to: Classic Minerals Limited Classic Minerals Limited C/- Advanced Share Registry Services C/- Advanced Share Registry Services PO Box 1156 150 Stirling Highway NEDLANDS WA 6909 NEDLANDS WA 6009

Applications must be received by no later than 5.00pm WST on the Closing Date, currently 5 April 2013 (unless varied by the Company).

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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CORRECT FORM OF REGISTRABLE TITLE

Note that only legal entities are allowed to hold Shares. Applications must be in the name(s) of a natural person(s), companies or other legal entities acceptable to Classic Minerals Limited. At least one full given name and the surname is required for each natural person. The name of the beneficiary or any other non-registrable name may be included by way of an account designation if completed exactly as described in the example of the correct forms of registrable names below:

TYPE OF INVESTOR CORRECT FORM OF REGISTRABLE TITLE INCORRECT FORM OF REGISTRABLE TITLE Individual Peter David Jones PD Jones Use given names, not initials Company AAA Pty Ltd AAA P/L Use Company title, not abbreviations AAA Co Trusts Michelle Jones Michelle Jones Family Trust Use trustee(s) personal name(s), Do not use the name of the trust Deceased Estates James Jones Estate of late James Jones Use executor(s) personal name(s) Partnerships Use partners’ personal names, James Jones and Peter Jones James Jones and Son do not use the name of the partnership Clubs/Incorporated Bodies Michael Jones BBB Cricket Association /Business Names Use office bearer(s) personal name(s), Do not use the names of the clubs etc. Superannuation Funds Lisa Jones Pty Ltd Lisa Jones Pty Ltd Use of name of trustee of fund, Superannuation Fund do not use the name of the fund.

This is a replacement prospectus dated 1 March 2013. It replaces a prospectus dated 18 February 2013, relating to the Shares in Classic Minerals Limited.

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www.classicminerals.com.au

AI assistant

CLASSIC MINERALS LTD — Capital/Financing Update 2013

64664_rns_2013-03-21_d06ade67-e1cb-437c-99d0-7e1ed1bd0fec.pdf

REPLACEMENT PROSPECTUS

CORPORATE DIRECTORY

CLASSIC MINERALS LIMITED ACN 119 484 016

DIRECTORS

COMPANY SECRETARY

INVESTIGATING ACCOUNTANTS

SHARE REGISTRY*

REGISTERED OFFICE

AUDITORS*

CONTACT DETAILS

PROPOSED ASX CODE: CLZ

IPO COMPLIANCE MANAGERS

LEGAL ADVISORS TO THE COMPANY

INDEPENDENT GEOLOGIST

CONTENTS

IMPORTANT NOTICE

EXPOSURE PERIOD

ELECTRONIC PROSPECTUS

FORWARD-LOOKING STATEMENTS

PHOTOGRAPHS AND DIAGRAMS

1. INVESTMENT OVERVIEW

1.1 IMPORTANT NOTICE

1.2 THE PROJECTS

1.3 INVESTMENT HIGHLIGHTS

1.4 KEY RISKS

(a) Status of Tenements

(b) Contractual Risk – Option Agreement

(c) Financial Reporting Risk

(d) Exploration Risk

(e) Capital Structure

(f) Operating Risks

(g) Title Risks and Native Title

(h) Resource Estimates

(i) Exploration Cost Estimate

(j) Access to infrastructure

(k) Additional Requirements for Capital

1.5 KEY FEATURES OF THE COMPANY’S BUSINESS MODEL

1.6 KEY FINANCIAL INFORMATION

1.7 INFORMATION ON DIRECTORS AND EXECUTIVES

Mr Justin Doutch

Executive Director

Mr Stanislaw Procak

Non-Executive Director

Mr Paul Lambrecht (B.Bus FFin)

Non-Executive Director

Mr Kent Hunter (B.Bus, CA)

Company Secretary

1.8 INDICATIVE TIMETABLE

1.9 DISCLOSURE OF INTERESTS

1.10 AGREEMENTS WITH DIRECTORS OR RELATED PARTIES

Employment agreement – Justin Doutch

Non-Executive Director Letter Agreements

Directors’ Remuneration

Corporate Advisory Agreement – Mining Corporate Pty Ltd

Sale of Mining Tenements to Ironstone Resources Limited

Loan payable to John Doutch

Deeds of Indemnity and Access

2. DETAILS OF THE OFFER

2.1 SHARES OFFERED FOR SUBSCRIPTION

2.2 MINIMUM SUBSCRIPTION

2.3 PURPOSE OF THE OFFER

2.4 USE OF FUNDS

Note:

2.5 PRO-FORMA CAPITAL STRUCTURE

Ordinary Shares

2.6 PROPOSED NON-RENOUNCEABLE ENTITLEMENT ISSUE OF OPTIONS AFTER LISTING

2.7 SUBSTANTIAL SHAREHOLDERS

As at the date of the Prospectus:

2.8 RESTRICTED SECURITIES

2.9 HOW TO APPLY FOR SHARES

2.10 ALLOTMENT OF SHARES

2.11 ASX LISTING

2.12 APPLICANTS OUTSIDE AUSTRALIA

2.13 UNDERWRITING

2.14 COMMISSIONS ON APPLICATION FORMS

2.15 CHESS

2.16 RISK FACTORS

CLASSIC MINERALS LTD Capital/Financing Update 2013