CLASSIC MINERALS LTD — Capital/Financing Update 2015

Apr 19, 2015

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12,

Name of entity

Classic Minerals Limited

ABN

77 119 484 016

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf{I}$ ⁺Class of ⁺securities issued or to be issued

Fully paid ordinary shares

• Number of ⁺securities issued or $\overline{\mathbf{2}}$ to be issued (if known) or maximum number which may be issued
• Principal $\overline{3}$ terms of the *securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities. the conversion price and dates for conversion)

8,000,000 fully paid ordinary shares

Fully paid ordinary shares

⁺ See chapter 19 for defined terms.

quoted +securities? If the additional +securities do not rank equally, please state: the date from which they do ۰ ۰ participate for the next dividend, (in the case of a trust, distribution) Or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution Or interest payment	Yes
Issue price or consideration	\$86,000 (Consideration)
Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	The payment of creditors
Is the entity an + eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b - 6h in relation to the + securities the subject of this Appendix 3B, and comply with section 6i	No
The date the security holder resolution under rule 7.1A was passed
Number of + securities issued without security holder approval under rule 7.1
	Do the + securities rank equally in all respects from the +issue date with an existing +class of the extent to which they

⁺ See chapter 19 for defined terms.

• 6d Number of ⁺securities issued with security holder approval under rule 7.1A
• 6e Number of ⁺securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of ⁺securities issued under an exception in rule 7.2
• If ⁺securities issued under rule 6g 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the ⁺issue date and both values. Include the source of the VWAP calculation.
• 6h If +securities were issued under rule $7.1A$ $for$ non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
• $\overline{7}$ ⁺Issue dates

Note: The issue date may be prescribed by
ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

8 Number and ⁺class of a *securities quoted on AS2 (including the ⁺securities in section 2 if applicable)

Number	+ Class
217, 871, 424	Fully paid Ordinary shares
101,137,607	\$0.20 Options exercisable on or before 30 June 2015

Rule 7.1 - 16,831,099 shares

15 April 2015

⁺ See chapter 19 for defined terms.

		Number	+ Class
9	Number and + class of all *securities not quoted on ASX (including the + securities in section 2 if applicable)	75,765,112 13,591,667	Fully paid Ordinary Shares \$0.10 Options (unlisted) exercisable on or before 31 December 2015.
10	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

$11\,$	Is security holder approval required?
12	Is the issue renounceable or non- renounceable?
13	Ratio in which the + securities will be offered
14	+ Class of + securities to which the offer relates
15	+Record date determine to entitlements
16	Will holdings different on registers (or subregisters) be aggregated for calculating entitlements?
17	Policy for deciding entitlements in relation to fractions
18	Names of countries in which the entity has security holders who will not be sent new offer documents
	Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of

acceptances or renunciations

⁺ See chapter 19 for defined terms.

• Names of any underwriters $20$
• Amount of any underwriting fee $\mathbf{21}$ or commission
• Names of any brokers to the $22$ issue
• Fee or commission payable to $23$ the broker to the issue
• Amount of any handling fee $24$ payable to brokers who lodge acceptances or renunciations on behalf of security holders
• If the issue is contingent on $25$ security holders' approval, the date of the meeting
• Date entitlement and acceptance $26$ form and offer documents will be sent to persons entitled
• If the entity has issued options, $27$ and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
• Date rights trading will begin (if $28$ applicable)
• Date rights trading will end (if 29 applicable)
• How do security holders sell 30 their entitlements in full through a broker?
• How do security holders sell part $31$ of their entitlements through a broker and accept for the balance?

• $32$ How do security holders dispose of their entitlements (except by sale through a broker)?
• ⁺Issue date 33

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• Type of ⁺securities 34 (tick one)
• $(a)$

Securities described in Part 1

$(b)$

All other ⁺securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• If the *securities are *equity securities, the names of the 20 largest holders of the 35 additional ⁺securities, and the number and percentage of additional ⁺securities held by those holders
• 36 If the *securities are *equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ 10,001 - 100,000 100,001 and over

A copy of any trust deed for the additional +securities

37

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• Number of ⁺securities for which 38 ⁺quotation is sought
• ⁺Class of ⁺securities for which 39 quotation is sought
• Do the ⁺securities rank equally in 40 all respects from the ⁺issue date with an existing ⁺class of quoted *securities?

If the additional ⁺securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution $O_\Gamma$ interest payment
• Reason for request for quotation 41 now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another ⁺security, clearly identify that other +security)

Number and ⁺class of all $42$ *securities quoted on ASX (including the ⁺securities in clause $38)$

Number	+ Class

⁺ See chapter 19 for defined terms.

Quotation agreement

• ⁺Quotation of our additional ⁺securities is in ASX's absolute discretion. ASX $\mathbf{1}$ may quote the ⁺securities on any conditions it decides.
• We warrant the following to ASX. $\overline{2}$
• The issue of the *securities to be quoted complies with the law and is $\bullet$ not for an illegal purpose.
• There is no reason why those 'securities should not be granted *quotation.
• An offer of the 'securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to $\bullet$ any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the 'securities be quoted.
• If we are a trust, we warrant that no person has the right to return the $\bullet$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.
• We will indemnify ASX to the fullest extent permitted by law in respect of any 3 claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{4}$ information or document is not available now, we will give it to ASX before ⁺quotation of the ⁺securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:	Date: 20 April 2015 (Company Secretary)
------------	--------------------------------------------

Print name: Jeffrey Nurse

$== == == == ==$

⁺ See chapter 19 for defined terms.

Appendix 3B - Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Contract

Part 1

Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
Insert number of fully paid +ordinary securities on issue 12 months before the *issue date or date of agreement to issue	206,025,213
Add the following:
٠ Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2	30,176,786 (subject of Appendices dated 8 January 2014, 30 January 2014 and 20 February 2014 and 22 March 2014);
$\bullet$ Number of fully paid +ordinary securities	5,212,500 (Share Purchase Plan 9 June 2014)
issued in that 12 month period with shareholder approval	6,191,667 (subject to Appendices dated 14 May, 20 June 2014, 30 June 2014);
٠ Number of partly paid +ordinary securities that became fully paid in that 12 month period	2,871,333 (issued pursuant to Resolution 11 passed at the Company's EGM 22 April 2014);
Note: ٠ Include only ordinary securities here - other classes of equity securities cannot be added $\bullet$ Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed ٠ It may be useful to set out issues of securities on different dates as separate line items Subtract the number of fully paid +ordinary securities cancelled during that 12 month period	7,378,416 approved under Resolution 3 passed at the Company's AGM on 21 November 2014 Nil
"A"	257,855,915

⁺ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15 [Note: this value cannot be changed]
Multiply "A" by 0.15	38,678,387
Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used
Insert number of + equity securities issued or agreed to be issued in that 12 month period not counting those issued: Under an exception in rule 7.2 Under rule 7.1A ٠ With security holder approval under rule 7.1 or rule 7.4 Note: This applies to equity securities, unless specifically excluded - not just ordinary securities ٠ Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of securities on different dates as separate line items	9,075,480 (17 October, 4 November 2014) 4,771,808 (17 March 2015, 30 March 2015) 8,000,000 (8 April 2015 subject of this Appendix 3B)
"C"	21,847,288
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1
"A" $\times$ 0.15	38,678,387
Note: number must be same as shown in Step 2
Subtract "C"	21,847,288
Note: number must be same as shown in Step 3
Total ["A" $\times$ 0.15] – "C"	16,831,099
	[Note: this is the remaining placement capacity under rule 7.1]

⁺ See chapter 19 for defined terms.

Part 2

	Rule 7.1A - Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
"A" Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of "A"
"D"	0.10 Note: this value cannot be changed
Multiply "A" by 0.10
Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used
Insert number of + equity securities issued or agreed to be issued in that 12 month period under rule 7.1A
Notes: This applies to equity securities - not just ordinary securities $\bullet$ Include here - if applicable - the securities the subject of the Appendix 3B to which this form is annexed Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained It may be useful to set out issues of securities on different dates as separate line items
"F"

⁺ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A
" $A$ " x 0.10
Note: number must be same as shown in Step 2
Subtract "F"	Nil
Note: number must be same as shown in Step 3
Total ["A" $\times$ 0.10] – "E"
	Note: this is the remaining placement capacity under rule 7.1A

⁺ See chapter 19 for defined terms.

NOTICE UNDER SECTION 708A(5)(e) OF THE CORPORATIONS ACT 2001 (CTH)

ISSUER CLASSIC MINERALS LIMITED ABN: 77 119 484 016

Classic Minerals Limited ("Issuer") notifies ASX (as the operator of the prescribed financial market on which the securities identified below are or are to be quoted) under section 708A(5)(e) of the Corporations Act that:

• 1. the securities identified below were issued without disclosure under Part 6D.2 of the Corporations Act;
• 1. as at the date of this Notice the Issuer has complied has complied with the provisions of Chapter 2M as they apply to the Issuer and with sections $674$ and 675 of the Corporations Act; and
• 1. as at the date of this Notice there is no information which is excluded information as contained in sections 708A(7) and (8) of the Corporations Act.

DETAILS OF THE ISSUER OR OFFER OF SECURITIES
Ordinary shares
CLZ
15 April 2015
8,000,000 shares

Signed for and on behalf of the Issuer

Jeffrey Nurse Company Secretary

• See chapter 19 for defined terms.