CLASSIC MINERALS LTD — Capital/Financing Update 2022

Sep 18, 2022

Proposed issue of securities

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Announcement Summary

Entity name

CLASSIC MINERALS LTD

Announcement Type

New announcement

Date of this announcement

19/9/2022

The Proposed issue is:

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A standard pro rata issue (including non-renounceable or renounceable)

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
CLZ	ORDINARY FULLY PAID	227,916,282
CLZAR	OPTION EXPIRING 01-JUN-2025 EX $0.10	113,958,141

Ex date

21/9/2022

+Record date

23/9/2022

Offer closing date

12/10/2022

Issue date

19/10/2022

Refer to next page for full details of the announcement

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Proposed issue of securities

Part 1 - Entity and announcement details

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1.1 Name of +Entity

CLASSIC MINERALS LTD

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

Registration Number

ACN 119484016

1.3 ASX issuer code

CLZ

1.4 The announcement is

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New announcement

1.5 Date of this announcement

19/9/2022

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable)

1.6a The proposed standard +pro rata issue is:

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• Non-renounceable

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

CLZ : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? Yes No

Details of +securities proposed to be issued

ASX +security code and description

CLZ : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

The quantity of additional +securities For a given quantity of +securities to be issued held

1 2

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What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded down to the nearest 227,916,282 whole number or fractions disregarded

Offer price details for retail security holders

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.01600

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?

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Yes

Describe the limits on over-subscription

As per section 5.6 of the Prospectus and without contravening section 606 of the Corps Act

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

As per directors discretion

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? Existing class

Attaching +Security - Existing class (additional +securities in a class that is already quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

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ASX +security code and description

CLZAR : OPTION EXPIRING 01-JUN-2025 EX $0.10

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio of attaching securities at which the new +securities will be issued)

The quantity of attaching +securities to be issued

1

What will be done with fractional entitlements?

Fractions rounded down to the nearest whole number or fractions disregarded

For a given quantity of the new +securities issued 2

Maximum number of +securities proposed to be issued (subject to rounding) 113,958,141

Offer price details for retail security holders

In what currency will the offer be made?

What is the offer price per +security for the retail offer? AUD 0.00000

AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes

Describe the limits on over-subscription

As per section 5.6 of the Prospectus and without contravening section 606 of the Corps Act

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

As per directors discretion

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

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Yes

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Part 3C - Timetable

3C.1 +Record date

23/9/2022

3C.2 Ex date

21/9/2022

3C.4 Record date

23/9/2022

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue 28/9/2022

3C.6 Offer closing date

12/10/2022

3C.7 Last day to extend the offer closing date

7/10/2022

3C.9 Trading in new +securities commences on a deferred settlement basis 13/10/2022

3C.11 +Issue date and last day for entity to announce results of +pro rata issue 19/10/2022

3C.12 Date trading starts on a normal T+2 basis

20/10/2022

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

24/10/2022

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? No

3E.2 Is the proposed offer to be underwritten? Yes

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3E.2a Who are the underwriter(s)?

Still Capital Pty Ltd

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

50% of any shortfall

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

Fees $ 125,000.00 and 4,687,500 shares issued at a deemed issue price of $0.016.

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated As per section 9.3.5 of the Prospectus

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Working capital for the Company.

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes

3F.5a Please provide further details of the offer to eligible beneficiaries

As per prospectus

3F.6 URL on the entity's website where investors can download information about the proposed issue

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3F.7 Any other information the entity wishes to provide about the proposed issue

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes

3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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