CLASSIC MINERALS LTD - Capital/Financing Update 2022

CLASSIC MINERALS LIMITED

71 Furniss Rd, Landsdale Western Australia 6065

==> picture [34 x 842] intentionally omitted <==

==> picture [290 x 76] intentionally omitted <==

ASX: CLZ | ABN 119 484 016 [email protected]

19 September 2022

ASX Announcement

Classic to undertake Entitlement Offer to raise up to $3.65 million

Classic Minerals Limited ( Classic or the Company ) (ASX: CLZ) is pleased to announce that it intends to undertake a partially underwritten, non-renounceable pro rata entitlement offer of one (1) New Share for every two (2) Shares held by Eligible Shareholders as at the Record Date ( Offer ), with one free attaching option, exercisable at $0.10 on or before 1 June 2025, to be issued for every two (2) New Shares subscribed for under the Offer.

The Offer is expected to raise to raise up to approx. $3.65 million (before costs) through the issue of approx. 228 million New Shares at an issue price of $0.016 per New Share.

The funds raised from the Offer will strengthen the Company’s balance sheet and provide working capital to fund exploration and development activities at the Company’s projects, particularly the Kat Gap gold project, and pay offer costs.

The Offer is partially underwritten (to the extent of 50% of the Shortfall) by Still Capital Pty Ltd.

The company directors have always been at the service of shareholders and have worked tirelessly to add value to shareholders in the pursuit of transitioning Classic Minerals Ltd from an explorer to a producer. A significant step towards this transition saw the company enter into a binding terms sheet with Goldvalley Brown Stone Pty Ltd (Goldvalley), pursuant to which Goldvalley, a member of the Gold Valley group of companies, will provide $10,000,000 (Ten Million) funding for Classic’s 100% owned Kat Gap gold project[1] .

Classic’s Board is mindful that the shareholder register is largely (90%+) composed of retail investors who have supported the company for many years and given the recent share price deprecation, missed out on the opportunity to top up their holdings as they are not considered sophisticated shareholders.

In an effort to include retail shareholders, the Company will be conducting the above-mentioned rights issue with an accompanying long-dated loyalty option to reward loyal shareholders.

1 ASX Announcement 09 Sep 2022

Page 1 of 3

CLASSIC MINERALS LIMITED

==> picture [290 x 76] intentionally omitted <==

71 Furniss Rd, Landsdale Western Australia 6065 ASX: CLZ | ABN 119 484 016 [email protected]

The timetable for the Offer is as follows:

Monday, 19 September 2022	Announcement of Offer and lodgement of Prospectus with ASIC & ASX
Friday, 23 September 2022	Record Date
Wednesday, 28 September 2022	Offer opens
Wednesday, 12 October 2022	Closing date
Thursday, 13 October 2022	Shares quoted on a deferred settlement basis
Wednesday, 19 October 2022	Classic notifies ASX of under-subscriptions
Wednesday, 19 October 2022	Issue Date
Wednesday, 19 October 2022	Quotation of New Shares issued under the Offer

About Classic Minerals Ltd

Expanding its focus from exploration to mining, West Australian-based, minerals house Classic Minerals Ltd holds a pipeline of projects and continues to examine new opportunities both cyclic and counter-cyclic. Currently, ASX-listed Classic holds approximately 578 km2 of tenements across two major regional exploration areas in minerals-rich West Australia. Classic’s ground is in areas with identified high grade gold and base metal targets. Classic’s flagship Kat Gap Gold Project has been the recent focus of its exploration effort and is strategically located some 170 km south of Southern Cross and also some 50 km south of the Company’s Forrestania Gold Project. With strong grades and near-surface mineralisation there is now the option to fast track Kat Gap to early production. The Company is moving to generate an early revenue stream by entering into mining and processing arrangements with Goldvalley.

About the Forrestania Gold Project

The FGP Tenements (excluding Kat Gap) are registered in the name of Reed Exploration Pty Ltd, a wholly owned subsidiary of ASX listed Hannans Ltd (ASX: HNR). Classic has acquired 80% of the gold rights on the FGP Tenements from a third party, whilst Hannans has maintained its 20% interest in the gold rights. For the avoidance of doubt Classic Ltd owns a 100% interest in the gold rights on the Kat Gap Tenements and also nongold rights including but not limited to nickel and other metals.

Classic has a Global Mineral Resource of 8.24 Mt at 1.52 g/t for 403,906 ounces of gold, classified and reported in accordance with the JORC Code (2012), with a Scoping Study (see ASX Announcement released 2nd May 2017) suggesting both the technical and financial viability of the project. The current post- mining Mineral Resource for Lady Ada, Lady Magdalene and Kat Gap is tabulated below.

Additional technical detail on the Mineral Resource estimation is provided, further in the text below and in the JORC Table 1 as attached to ASX announcements dated 18th December 2019, 21st January 2020, and 20 April 2020.

Page 2 of 3

CLASSIC MINERALS LIMITED

71 Furniss Rd, Landsdale Western Australia 6065

==> picture [290 x 76] intentionally omitted <==

ASX: CLZ | ABN 119 484 016 [email protected]

	Indicated	Indicated			Inferred		Total	Total
Prospect	Tonnes	Grade	Ounces	Tonnes	Grade	Ounces	Tonnes	Grade	Ounces
		(Aug/t)	Au		(Aug/t)	Au		(au)

LadyAda	257,300	2.01	16,600	1,090,800	1.23	43,100	1,348,100	1.38	59,700
Lady Magdalene				5,922,700	1.32	251,350	5,922,700	1.32	251,350
Kat Gap				975,722	2.96	92,856	975,722	2.96	92,856
Total	257,300	2.01	16,600	7,989,222	1.50	387,306	8,246,522	1.52	403,906

Notes:

1. The Mineral Resource is classified in accordance with JORC, 2012 edition

2. The effective date of the mineral resource estimate is 20 April 2020.

3. The mineral resource is contained within FGP tenements

4. Estimates are rounded to reflect the level of confidence in these resources at the present time.

5. The mineral resource is reported at 0.5 g/t Au cut-off grade

6. Depletion of the resource from historic open pit mining has been considered

Forward Looking Statements

This announcement may contain certain “forward-looking statements” which may not have been based solely on historical facts, but rather may be based on the Company’s current expectations about future events and results. Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have reasonable basis. However, forward looking statements are subjected to risks, uncertainties, assumptions and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by such forward-looking statements. Such risks include, but are not limited to Resource risk, metals price volatility, currency fluctuations, increased production costs and variances in ore grade or recovery rates from those assumed in mining plans, as well as political and operational risks in the Countries and States in which we operate or sell product to, and governmental regulation and judicial outcomes. For a more detailed discussion of such risks and other factors, see the Company’s annual reports, as well as the Company’s other filings. Readers should not place undue reliance on forward looking information. The Company does not undertake any obligation to release publicly any revisions to any “forward-looking statements” to reflect events or circumstances after the date of this announcement, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.

This announcement has been authorised by the Board.

ENDS:

Contact Madhukar Bhalla Company Secretary

Page 3 of 3

Classic Minerals Limited

ACN 119 484 016

PROSPECTUS

for

A non-renounceable pro rata entitlement offer to eligible shareholders of (1) new share for every two (2) shares held on the record date at an issue price of $0.016 per new share to raise up to approx. $3.65 million before costs ( offer )

Applicants will also receive one (1) free attaching option , exercisable at $0.10 on or before 1 June 2025, for every two (2) new shares applied for.

The offer is partially underwritten by Still Capital.

The offer opens on Wednesday, 28 September 2022 and closes at 5:00pm WST on Wednesday, 12 October 2022. Valid acceptances must be received before that time.

These opening and closing dates are indicative only. Subject to the listing rules and any applicable law, the directors reserve the right to vary these dates, including the closing date , at their discretion.

If you are an eligible shareholder, this document is important and should be read in its entirety. If after reading this document you have any questions about the securities being offered or any other matter, then you should consult your stockbroker, accountant or other professional advisor.

The securities offered by this document should be considered as highly speculative.

	CONTENTS
1.	CORPORATE DIRECTORY ............................................................................................. 3
2.	TIMETABLE ......................................................................................................................... 4
3.	IMPORTANT INFORMATION ....................................................................................... 5
3.1.	Lodgement and timing ........................................................................................................... 5
3.2.	Disclaimers .............................................................................................................................. 5
3.3.	Risks.......................................................................................................................................... 6
3.4.	Applications ............................................................................................................................. 6
3.5.	Forward-looking statements ................................................................................................. 6
3.6.	Overseas shareholders ........................................................................................................... 6
3.7.	Foreign jurisdictions ............................................................................................................... 7
3.8.	Notice to nominees and custodians ..................................................................................... 7
3.9.	Other matters .......................................................................................................................... 7
3.10.	Enquiries .................................................................................................................................. 7
4.	LETTER FROM THE CHAIRMAN ................................................................................ 8
5.	DETAILS OF THE OFFER ............................................................................................. 10
5.1.	Summary ................................................................................................................................ 10
5.2.	Minimum subscription ......................................................................................................... 10
5.3.	Eligible shareholders ............................................................................................................ 10
5.4.	Entitlements of eligible shareholders ................................................................................ 11
5.5.	No rights trading .................................................................................................................. 11
5.6.	Shortfall offer ........................................................................................................................ 11
5.7.	Underwriting ......................................................................................................................... 12
5.8.	Placement of balance ........................................................................................................... 12
5.9.	Withdrawal of the offer ....................................................................................................... 12
6.	ACTION REQUIRED BY SHAREHOLDERS ........................................................... 13
6.1.	Your choices .......................................................................................................................... 13
6.2.	How to apply ......................................................................................................................... 13
6.3.	Representations you will be taken to make by acceptance ............................................. 14
6.4.	Application monies to be held on trust ............................................................................. 16
6.5.	Do nothing ............................................................................................................................ 16
7.	EFFECT OF THE OFFER ............................................................................................... 17
7.1.	Purpose and effect of the offer .......................................................................................... 17
7.2.	Effect on capital structure ................................................................................................... 18
7.3.	Effect on shareholdings ....................................................................................................... 18
7.4.	Effect on control .................................................................................................................. 18
7.5.	Effect on financial position ................................................................................................. 19
8.	RISK FACTORS .................................................................................................................. 21
8.1.	Introduction .......................................................................................................................... 21
8.2.	Risks specific to the company ............................................................................................ 21
8.3.	Industry-specific risks .......................................................................................................... 24
8.4.	General risks .......................................................................................................................... 26
8.5.	Speculative investment......................................................................................................... 27

9.	ADDITIONAL INFORMATION .................................................................................. 28
9.1.	Rights attaching to shares .................................................................................................... 28
9.2.	Options terms and conditions ............................................................................................ 29
9.3.	Underwriting agreement ...................................................................................................... 30
9.4.	Continuous disclosure obligations ..................................................................................... 31
9.5.	Directors’ interests ............................................................................................................... 36
9.6.	Directors’ security holdings ................................................................................................ 36
9.7.	Remuneration of directors .................................................................................................. 37
9.8.	Interests of experts and advisors ........................................................................................ 37
9.9.	Consents ................................................................................................................................ 37
9.10.	Expenses of the offer ........................................................................................................... 38
9.11.	No determination by ASIC ................................................................................................. 38
9.12.	Taxation ................................................................................................................................. 38
9.13.	CHESS and issuer sponsorship .......................................................................................... 39
9.14.	Privacy .................................................................................................................................... 39
9.15.	Litigation ................................................................................................................................ 39
9.16.	Governing law ....................................................................................................................... 40
10.	DIRECTORS’ AUTHORISATION ................................................................................ 41
11.	GLOSSARY .......................................................................................................................... 42

1. CORPORATE DIRECTORY

directors	John Lester	Non-Executive Chairman
	Frederick Salkanovic	Non-Executive Director
	Lu Ning Yi	Non-Executive Director
	Stephen O’Grady	Non-Executive Director
	Gillian King	Non-Executive Director
company secretary	Madhukar Bhalla
registered office	71 Furniss Road, Landsdale, WA	6065
telephone	+61 8 6305 0221
email	[email protected]
website	www.classicminerals.com.au

underwriter	Still Capital Pty Ltd
	10 Direction Way, North Fremantle Perth WA 6012
share registry*	Link Market Services
	Level 12, 680 George Street, Sydney NSW 2000
auditor*	Elderton Audit Pty Ltd
	Level 2, 267 St Georges Terrace,	Perth WA 6000
securities	Australian Securities Exchange (ASX code: CLZ)
exchange*

These entities are included for information purposes only. They have not been involved in the preparation of the prospectus and have not consented to being named in the prospectus .

2. TIMETABLE

Monday, 19 September 2022	Announcement of_offer_and lodgement of_prospectus_with_ASIC_and_ASX_
Friday, 23 September 2022	Record date
Wednesday, 28 September 2022	_Offer_opens
Wednesday, 12 October 2022	Closing date
Thursday, 13 October 2022	_Shares_quoted on a deferred settlement basis
Wednesday, 19 October 2022	_Classic_notifies_ASX_of under-subscriptions
Wednesday, 19 October 2022	Issue date /_new shares_entered into_shareholders’_security holdings
Wednesday, 19 October 2022	Quotation_of_new shares_issued under the_offer

The above timetable is indicative only and subject to change. Subject to the listing rules , the directors reserve the right to vary these dates, including the closing date , without prior notice. Any extension of the closing date will have a consequential effect on the anticipated date for issue of the shares . The directors also reserve the right not to proceed with the whole or part of the offer at any time prior to allotment. In that event, the relevant application monies will be returned without interest.

Applicants are encouraged to submit their personalised entitlement and acceptance forms as soon as possible after the offer opens.

3. IMPORTANT INFORMATION

3.1. Lodgement and timing

3.1.1. This prospectus is dated 19 September 2022 and was lodged with ASIC on that date. ASIC , ASX and their respective officers take no responsibility for the contents of this prospectus or the merits of the investment to which this prospectus relates.
3.1.2. This prospectus is a transaction-specific prospectus for an offer of continuously quoted securities and has been prepared in accordance with section 713 of the Corporations Act . As such it should be read in conjunction with the company's periodic and continuous disclosure announcements given to ASX which are available at www.asx.com.au.
3.1.3. In preparing this prospectus, regard has been had to the fact that the company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers who investors may consult.
3.1.4. No securities may be issued on the basis of this prospectus later than 13 months after the date of this prospectus.
3.1.5. Application will be made to ASX within seven days after the date of this prospectus for quotation of the shares the subject of the offer . The company will not apply for quotation of the free attaching options .

3.2. Disclaimers

3.2.1. The information provided in this prospectus is not investment advice and does not take into account the investment objectives, financial or taxation or other needs of any applicant . Before making any investment in the company , each applicant should consider whether such an investment is appropriate to his or her particular needs, considering their individual risk profile for speculative investments, investment objectives and individual financial circumstances. If persons considering applying for new shares offered pursuant to this prospectus have any questions, they should consult their stockbroker, solicitor, accountant or other professional advisor.
3.2.2. No person is authorised to give any information, or to make any representation, in connection with the offer that is not contained in this prospectus . Any information or representation that is not in this prospectus may not be relied on as having been authorised by the company , or its related bodies corporate in connection with the offer Except as required by law, and only to the extent so required:
(a) none of the company, or any other person, warrants or guarantees the future performance of the company or any return on any investment made pursuant to the prospectus ; and
(b) the company , its officers, employees and advisers disclaim all liability that may otherwise arise due to the prospectus being inaccurate or incomplete in any respect.

3.3. Risks

3.3.1. It is important that investors read this prospectus in its entirety and seek professional advice where necessary. There are risks associated with an investment in the company and the new shares the subject of the offer should be considered highly speculative.
3.3.2. You should consider the risk factors that could affect the value of an investment in the company, some of which are outlined in Section 3 of the prospectus . The new shares offered under this prospectus carry no guarantee with respect to return on investment, payment of dividends or the future value of the new shares .

3.4. Applications

Applications for new shares offered pursuant to this prospectus can only be submitted on an original entitlement and acceptance form or by making payment of acceptance monies in BPAY® in accordance with the instructions set out in this prospectus and on the entitlement and acceptance form . See Section 6 and in particular Section 6.2 .
3.5. Forward-looking statements 3.5.1. 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.
3.5.2. 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.
3.5.3. 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 the company , the directors and management.
3.5.4. 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.
3.5.5. 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 3 .

3.6. Overseas shareholders

3.6.1. This prospectus does not constitute an offer or invitation in any place in which, or to any person to whom it would not be lawful to make such an offer or invitation. The distribution of this prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this prospectus should

seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities law. 3.6.2. The offer contained in this prospectus to eligible shareholders with registered addresses in New Zealand is made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand). This prospectus is not an investment statement or prospectus under New Zealand law, and may not contain all the information that an investment statement or prospectus under New Zealand law is required to contain. Members of the public in New Zealand who are not shareholders on the record date are not entitled to apply for new shares . 3.7. Foreign jurisdictions

No action has been taken to permit the offer of new shares under this prospectus in any jurisdiction other than Australia and New Zealand. The distribution of this prospectus outside Australia or New Zealand may be restricted by law and therefore persons into whose possession this prospectus comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. This prospectus does not constitute an offer of any new shares in any jurisdiction where, or to any person to whom, it would be unlawful to issue this prospectus .

3.8. Notice to nominees and custodians Nominees and custodians may not distribute any part of this prospectus or any entitlement and acceptance form in any country outside Australia or New Zealand. The company is not required to determine whether or not any registered holder or investor is acting as a nominee or custodian or the identity or residence of any beneficial owners of existing shares . Where any person is acting as a nominee or custodian for a foreign person, that person, in dealing with its beneficiary, will need to assess whether indirect participation in the offer by the beneficiary complies with applicable foreign laws. The company is not able to advise on foreign laws. 3.9. Other matters 3.9.1. All financial amounts in this prospectus are expressed as Australian dollars unless otherwise stated. Any discrepancies between totals and sums and components in tables contained in this prospectus are due to rounding. 3.9.2. Defined terms and abbreviations italicised in this prospectus are detailed in the glossary in Section 10 .

3.10. Enquiries

If you are in any doubt as to how to deal with any of the matters raised in this prospectus , you should consult with your broker, or legal, financial or other professional adviser without delay. Should you have any questions about the offer or how to accept the offer , please call the company on +61 8 6305 0221.

4. LETTER FROM THE CHAIRMAN

Dear Eligible Shareholder,

On 19 September 2022, the company announced its intention to raise up to approximately $3.65 million through an entitlement offer ( offer ). On behalf of the directors of Classic Minerals Limited, I am delighted to invite you to participate in a non-renounceable, pro rata offer of new shares on the basis of one (1) new share for every two (2) shares held by you as at the record date , with one free attaching option to be issued for every two (2) new shares subscribed for.

The offer is expected to raise to raise approximately $3.65 million (before costs) through the issue of approximately 228 million new shares at an issue price of $0.016 per new share . The offer is partially underwritten (to 50% of the shortfall ) by Still Capital .

The funds raised from the offer will strengthen the company’s balance sheet and provide working capital to fund exploration and development activities at the company’s projects, particularly the Kat Gap gold project, and pay offer costs.

This prospectus relates to the offer .

Offer

Under the offer , eligible shareholders have the opportunity to further invest in the company . The number of new shares for which you are entitled to subscribe under the offer is set out in your personalised entitlement and acceptance form that accompanies this prospectus . The issue price of $0.016 per new share represents a 55% discount to the 20-day VWAP and a 20% discount to the closing price of CLZ of $0.02 on 15 September 2022.

If you take up your rights , you may also apply under the shortfall offer for additional new shares in excess of your rights , at the issue price . The allocation of additional new shares will be subject to the availability of new shares under the offer. The company retains the ability to scale back applications for additional new shares at its discretion (refer to Section 5.6 of this prospectus for more information).

The offer is non-renounceable and therefore your rights will not be tradeable on ASX or otherwise transferable. I encourage you to consider the offer carefully.

Prospectus

This prospectus contains important information, including:

(a) instructions on how to apply for new shares , detailing how to participate in the offer if you choose to do so, and a timetable of key dates;
(b) information regarding the personalised entitlement and acceptance form that accompanies this prospectus , which details your rights and instructions on how to complete it;
(c) instructions on how to take up all or part of your rights via BPAY® or by cheque; and
(d) key risks for you to consider.

Applications

If you decide to take this opportunity to increase your investment in Classic , you must:

(e) pay your application money via BPAY®; or

(f) return your completed personalised entitlement and acceptance form together with a cheque for your application money , to the share registry , before 5.00pm WST on Wednesday, 12 October 2022,

For further information regarding the offer , call the company secretary on +61 8 6305 0221 between 9.00 am to 5.00pm WST, Monday to Friday during the offer period .

The offer closes at 5.00pm WST on Wednesday, 12 October 2022. If you do not wish to take up any of your rights , you do not have to take any action. If you are uncertain about taking up your rights , you should consult your stockbroker, solicitor, accountant or other professional adviser to evaluate whether or not to participate in the offer .

On behalf of the board of Classic , I have pleasure in inviting you to consider this investment opportunity and thank you for your ongoing support of the company .

Yours sincerely

John Lester Non-Executive Chairman

5. DETAILS OF THE OFFER

5.1. Summary

5.1.1. The offer is a non-renounceable pro rata offer of approximately 228 million shares ( new shares ) at an issue price of $0.016 per new share ( issue price ) to raise approximately $3.65 million before costs.
5.1.2. Eligible shareholders are entitled to subscribe for 1 new share for every two (2) shares held by them at 5.00pm WST on the record date . Eligible shareholders subscribing for new shares will also be entitled to one (1) free attaching option , exercisable at $0.10 on or before 1 June 2025, for every two (2) new shares subscribed for.
5.1.3. The offer is non-renounceable, which means that to the extent that any entitlement under the offer is not taken up by any eligible shareholder prior to the closing date , the entitlement will lapse. The offer also incorporates a shortfall facility under which eligible shareholders can apply for new shares in excess of their pro-rata entitlement ( shortfall offer ). Eligible shareholders should refer to Section 5.6 for a description of the terms and conditions of the shortfall offer .
5.1.4. The choices available to eligible shareholders in respect of the offer and the shortfall offer are described in Section 6 . The offer opens at 9.00am WST on Wednesday, 28 September 2022 and is currently scheduled to close at 5.00pm WST on Wednesday, 12 October 2022 ( closing date ).

5.2. Minimum subscription

There is no minimum subscription for the offer .

5.3. Eligible shareholders

5.3.1. The offer is being made to those shareholders who:
(a) are registered as a holder of shares as at the record date ;
(b) have a registered address in Australia or New Zealand; and
(c) are eligible under all applicable securities laws to receive an offer under the offer ,

( eligible shareholders ).

5.3.2. The company is of the view that it is unreasonable to make offers under the offer to shareholders outside of Australia and New Zealand having regard to:
(a) the relatively small number of shareholders outside of Australia and New Zealand as a proportion of all shareholders ;
(b) the number and value of the new shares to be offered to shareholders outside of Australia and New Zealand; and
(c) the cost of complying with the legal requirements of regulatory authorities in the overseas jurisdictions.

5.4. Entitlements of eligible shareholders

5.4.1. The number of new shares to which you are entitled under the offer is shown in the personalised entitlement and acceptance form accompanying this prospectus . In calculating ’
each eligible shareholder s entitlement, fractional entitlements to new shares have been rounded down to the nearest whole number of new shares . Eligible shareholders can subscribe for all, or part, of their pro rata entitlement under the offer . Detailed instructions on how to accept all, or part of, your pro rata entitlement are set out in Section 6.
5.4.2. Please note that if you choose not to take up your pro rata entitlement, your percentage shareholding in the company will be diluted to the extent that the offer is taken up by other persons.

5.5. No rights trading

The rights to new shares under the offer are non-renounceable. Eligible shareholders may not sell or transfer any part of their entitlements. 5.6. Shortfall offer 5.6.1. The shortfall offer provides a facility under which eligible shareholders can apply for new shares in excess of their pro rata entitlement ( additional new shares ).

5.6.2. The issue of additional new shares under the shortfall offer will be dependent on there being a shortfall in the take up of pro rata entitlements under the offer . Eligible shareholders who wish to apply for additional new shares under the shortfall offer can do so by specifying the number of additional new shares they wish to apply for in the space provided on their entitlement and acceptance form .
5.6.3. If eligible shareholders submit applications under the shortfall offer , any allocation of additional new shares amongst those applicants will be considered and determined by board at its absolute discretion.
5.6.4. As a consequence of the arrangements described above, there can be no guarantee of the number of additional new shares available to eligible shareholders under the shortfall offer . Eligible shareholders who apply for additional new shares will be bound to accept any lesser number of additional new shares allocated to them in accordance with the allocation procedure described above. If you do not receive all of the additional new shares you applied for, any excess application monies will be returned to you without interest.
5.6.5. It is the responsibility of each eligible shareholder to ensure that it will not breach the takeovers provisions under the Corporations Act (the 20% threshold) by applying for additional new shares . These provisions are set out in section 606 of the Corporations Act . No eligible shareholder will be permitted to acquire additional new shares to the extent that the company considers (acting reasonably) that by doing so that shareholder would contravene section 606 of the Corporations Act .

5.7. Underwriting

The offer is partially underwritten by Still Capital ( underwriter ). 50% of shares offered under the offer which remain unallocated following the issue of new shares under the offer and the shortfall offer will be taken up by the underwriter (and its sub-underwriters) on the terms of the underwriting agreement , a summary of which is provided at Section 9.3 .

5.8. Placement of balance

If, after the close of the offer , any shortfall has not been subscribed for by eligible shareholders or in accordance with the underwriting agreement , the directors reserve the right to allocate shortfall shares to sophisticated and professional investors as defined in sections 708(8) and 708(11) of the Corporations Act , subject to the listing rules and any restrictions under applicable law, within 3 months of the close of the offer . For the avoidance of doubt, the directors will have discretion as to how to allocate the shortfall .

5.9. Withdrawal of the offer

The company reserves the right to withdraw all or part of the offer , and this prospectus , at any time, subject to applicable laws. If the offer is withdrawn, the company will refund application monies in accordance with the Corporations Act and without payment of interest.

6. ACTION REQUIRED BY SHAREHOLDERS

6.1. Your choices

6.1.1. Before taking any action, you should read this prospectus and, if you have any questions, consult your financial or other professional adviser.
6.1.2. If you are an eligible shareholder , you may either:
(a) participate in the offer – see Section 6.2 ; or
(b) do nothing – see Section 6.5 .

6.2. How to apply

6.2.1. Taking up some or all of your pro rata allocation

To subscribe for new shares offered to you under your pro rata allocation, please complete the accompanying entitlement and acceptance form ( entitlement and acceptance form ) according to the instructions on the form for all, or part, of your pro rata entitlement you wish to subscribe for.

6.2.2. Applying for additional new shares under the shortfall offer

Please refer to Section 5.5 for details regarding the shortfall offer . If you wish to apply for additional new shares under the shortfall offer , please insert the number of additional new shares you wish to apply for in the relevant box on the entitlement and acceptance form .

6.2.3. Payment

The issue price (of $0.016 per new share ) is payable in full on application. Payments must be received by 5.00pm WST on the closing date and must be in Australian currency and made by:

(a) cheque drawn on and payable at any Australian bank;
(b) bank draft or money order drawn on and payable at any Australian bank; or
(c) BPAY®.

If you wish to pay by BPAY®, you do not need to return the entitlement and acceptance form . You simply need to follow the instructions on the entitlement and acceptance form Different financial institutions may implement earlier cut-off times with regards to electronic payment, so please take this into consideration when making payment by BPAY®. It is your responsibility to ensure that funds submitted through BPAY® are received by no later than 5.00pm WST on the closing date .

The company will treat you as applying for as many new shares as your payment will pay for in full, subject to any scale-back the company may implement in respect of additional new shares under the shortfall offer . Amounts received by the company in excess of your pro rata entitlement ( excess amount ) will be treated as an application under the shortfall offer to apply for as many additional new shares as your excess amount will pay for in full.

Cheques, bank drafts and money orders must be made payable to “Classic Limited – Subscription Account” and crossed “Not Negotiable”. Cash payments will not be accepted. Receipts for payment will not be provided.

The company will not be responsible for any postal or delivery delays or delay in the receipt of your BPAY® payment.

6.2.4.

Return completed entitlement and acceptance form and payment

Unless you are paying by BPAY®, completed entitlement and acceptance forms and payment of application money should be forwarded to the share registry by mail in the enclosed prepaid envelope or, if you are outside of Australia or do not use the prepaid envelope, by mail addressed to:

Link Market Services Level 12, 680 George Street Sydney NSW 2000

Completed entitlement and acceptance forms and payments must be received by 5.00pm WST on the closing date . Please note that all acceptances, once received, are irrevocable. If you wish to pay by BPAY®, you do not need to return the entitlement and acceptance form . Please see Section 6.2.3 above for details.

6.3. Representations you will be taken to make by acceptance

By completing and returning your entitlement and acceptance form or making a payment by BPAY®, you will be deemed to have:

(a) acknowledged that you have fully read and understood this prospectus and the entitlement and acceptance form in their entirety and you acknowledge the matters and make the warranties and representations and agreements contained in this prospectus and the entitlement and acceptance form ;
(b) agreed to be bound by the terms of the offer , the provisions of this prospectus and the constitution ;
(c) authorised the company to register you as the holder of the new shares issued to you;
(d) declared that you are over 18 years of age and have full legal capacity and power to perform all your obligations under the offer ;
(e) acknowledged that once the company receives your entitlement and acceptance form or any payment of application monies via BPAY®, you may not withdraw your application or funds provided except as allowed by law;
(f) agreed to apply for and be issued up to the number of new shares specified in the entitlement and acceptance form , or for which you have submitted payment of any application monies via BPAY®, at the issue price ;
(g) if you have applied for or are deemed to have applied for additional new shares under the shortfall offer , agreed to accept any lesser number of additional new shares allocated to you in accordance with the allocation procedure described in Section 5.6;

(h) authorised the company , the share registry and their respective officers, employees or agents to do anything on your behalf necessary for new shares to be issued to you;
(i) declared that you were the registered holder at the record date of the shares indicated in the entitlement and acceptance form as being held by you on the record date ;
(j) acknowledged that the information contained in this prospectus and your entitlement and acceptance form is not investment advice nor a recommendation that the new shares are suitable for you given your investment objectives, financial situation or particular needs;
(k) acknowledged that this prospectus is not a prospectus, does not contain all of the information that you may require in order to assess an investment in the company and is given in the context of the company’s past and ongoing continuous disclosure announcements to ASX ;
(l) acknowledged the statement of risks in the “Risk Factors” section of this prospectus and that investments in the company are subject to risk;
(m) acknowledged that none of the company or its related bodies corporate , affiliates and none of its or their respective directors, officers, partners, employees, representatives, agents, consultants or advisers, guarantees the performance of the company , nor do they guarantee the repayment of capital;
(n) agreed to provide any requested substantiation of your eligibility to participate in the offer and your holding of shares on the record date ; and
(o) authorised the company to correct any errors in your entitlement and acceptance form .
6.3.2. By completing and returning your entitlement and acceptance form or making a payment by BPAY®, you will also be deemed to have acknowledged, represented and warranted on behalf of each person on whose account you are acting that:
(a) you are not in the United States and are not a US person and are not acting for the account or benefit of, a person in the United States or a US person , and are not otherwise a person to whom it would be illegal to make an offer or issue new shares under the offer ;
(b) you acknowledge that the new shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction in the United States, or in any other jurisdiction outside Australia or New Zealand, and accordingly, your pro rata entitlement may not be taken up, and the new shares may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws; and
(c) you have not and will not send any materials relating to the offer to any person in the United States, a US person , or a person acting for the account or benefit of a person in the United States or a US person .

6.4. Application monies to be held on trust

Until new shares are issued under this prospectus , the application monies for new shares will be held by the company on trust on behalf of applicants in a separate bank account maintained solely for the purpose of depositing application monies received pursuant to this prospectus . If the new shares to be issued under this prospectus are not admitted to quotation within three months after the date of this prospectus , no new shares will be issued, and application monies will be refunded in full without interest in accordance with the Corporations Act .

6.5. Do nothing

If you do not apply for new shares pursuant to the offer :

(a) your entitlement under the offer will lapse; and
(b) your percentage ownership in the company will be diluted because the issue of new shares under the offer will increase the total number of shares on issue.

7. EFFECT OF THE OFFER

7.1. Purpose and effect of the offer

7.1.1. The purpose of the offer is to raise capital to support the company’s exploration and development activities, with a particular focus on the development of the Kat Gap gold project.

7.1.2. In the event the offer is fully subscribed, the funds raised will used for the following purposes:

Use of funds	$
Infill drilling at Kat Gap	700,000
Diamond drilling Kat Gap	150,000
Extension drilling at Kat Gap	250,000
Field costs	250,000
Plant assembly & infrastructure	350,000
Upgrade to plant	550,000
Water pump & pipeline to plant	350,000
Tailings dam	700,000
Relocate & upgrade camp	200,000
Estimated expenses of the offer	150,000
	3,650,000

7.1.3. The principal effect of the offer , assuming the offer is fully subscribed and no options are exercised and converted into shares between the date of this prospectus and the closing date , will be to:

(a) increase the company's cash reserves by approximately $3.65 million (before deducting the estimated expenses of the offer ) immediately after completion of the offer ; and
(b) increase:
(i) the number of shares on issue from 455,832,564 as at the date of this prospectus to 683,748,846 shares ; and
(ii) the number of options on issue from 137,064,243 as at the date of this prospectus to 251,022,384 options ,

immediately after completion of the offer .

7.2. Effect on capital structure

7.2.1. As at the date of this prospectus, the company has on issue:
(a) 455,832,564 shares ;
(b) 137,064,243 options of which:
- (i) 35,536,686 are exercisable @ $0.45 on or before 3 February 2024;
- (ii) 9,064,725 are exercisable @ $0.18 on or before 1 June 2025; and
- (iii) 92,462,832 are exercisable @ $0.10 on or before 1 June 2025;
(c) 9,333,999 performance rights ; and
(d) 24 convertible notes (each with a face value of $25,000 and convertible into shares at the lesser of:
- (i) $0.075 per share ; and
- (ii) a 20% discount to the 15-day VWAP of shares as at the day immediately preceding the date on which the convertible notes are converted.
7.2.2. The effect of the offer on the capital structure of the company , assuming no options are exercised between the date of this prospectus and the closing date , is set out below.

	shares	options	performance	convertible
			rights	notes
currently on issue	455,832,564	137,064,243	9,333,999	24
offer	227,916,282	113,958,141	-	-
total after offer	683,748,846	251,022,384	9,333,999	24

7.3. Effect on shareholdings

The issue of new shares under the offer will have the effect of diluting the percentage shareholdings of shareholders who do not participate in the offer (including under the shortfall offer ). In particular:

(a) eligible shareholders who fail to take up their entitlement for new shares under the offer will be diluted by those other eligible shareholders who take up some or all of their entitlement;
(b) eligible shareholders who take up their entitlement to new shares , will continue to hold the same percentage interest in the company ; and
(c) eligible shareholders who take up their entitlement under the offer and receive new shares under the shortfall offer , will increase their percentage shareholding in the company to the extent they receive additional new shares under the shortfall offer .

7.4. Effect on control

7.4.1. The company does not believe that any shareholder will materially increase their percentage shareholding in the company pursuant to the offer and, subject to Section

7.4.2 below, the directors have determined that no new shares will be allocated and placed to a shareholder or a sub-underwriter if to do so would result in that shareholder or sub-underwriter’s voting power in the company increasing from 20% or below to more than 20%.
7.4.2. Section 611 (item 13) of the Corporations Act provides that the prohibition in section 606(1) of the Corporations Act (which prohibits the acquisition of relevant interests in securities exceeding 20%) does not apply to acquisitions that result from an issue to an underwriter or sub-underwriter, subject to the effect of the acquisition on that person’s voting power in the company having been disclosed in the disclosure document. If no rights are taken up by shareholders , and Still Capital is required to subscribe for all the new shares offered, then Still Capital may hold up to 50% of the issued capital of the company .

7.5. Effect on financial position

7.5.1. The pro forma balance sheet for the company as at 30 June 2022 has been prepared based on the accounting policies normally adopted by the company and reflect the changes to its financial position.
7.5.2. The pro forma balance sheet has been prepared to reflect:
(a) the issue of convertible notes with an aggregate face value of $4,000,000 ( convertible notes );
(b) the issue of approximately 228 million new shares at an issue price of $0.016;
(c) the issue of 4,687,500 shares to the underwriter at a deemed issue price of $0.016; and
(d) the estimated expenses in relation to the issue of convertible notes and new shares .
7.5.3. The pro forma balance sheet has been prepared to provide investors with information on the assets and liabilities of the company and pro forma assets and liabilities of the company as noted below. The historical and pro forma financial information is presented in abbreviated form, insofar as it does not include all of disclosures required by the Australian Accounting Standards applicable to annual financial statements.

==> picture [429 x 420] intentionally omitted <==

----- Start of picture text -----

Unaudited
Balance Sheet Pro forma Pro forma
as at 30 Jun 22 Adjustments Balance Sheet
$'000 $'000 $'000
CURRENT ASSETS
Cash and cash equivalents 421 5,153 5,574
Trade and other receivables 108 108
Other current assets 120 120
TOTAL CURRENT ASSETS 649 5,153 5,802
NON-CURRENT ASSETS
Exploration and evaluation 3,660 3,660
Rights of use assets 376 376
Plant and equipment 6,485 6,485
TOTAL NON-CURRENT ASSETS 10,521 - 10,521
TOTAL ASSETS 11,170 5,153 16,323
CURRENT LIABILITIES
Trade and other payables 6,887 6,887
Advance for convertible notes 2,127 (2,127) -
Provisions 115 115
Lease liability - current 94 94
Borrowings - current 5,274 5,274
TOTAL CURRENT LIABILITIES 14,497 (2,127) 12,370
NON-CURRENT LIABILITIES
Convertible notes - 4,000 4,000
Lease liability - non-current 320 320
TOTAL NON-CURRENT LIABILITIES 320 4,000 4,320
TOTAL LIABILITIES 14,817 1,873 16,690
NET ASSETS/(LIABILITIES) (3,647) 3,280 (367)
EQUITY
Issued capital 60,974 3,875 64,849
Reserves 3,129 428 3,557
Accumulated losses (67,750) (1,023) (68,773)
TOTAL EQUITY (3,647) 3,280 (367)
----- End of picture text -----

Note:

The figures stated in this pro forma balance sheet are subject to the effects of rounding.

7.5.4. The basis of preparation for the Historical Financial Information is in accordance with the company’s accounting policies, as described in its financial report, and the recognition and measurement principles of the Australian Accounting Standards.
7.5.5. The Historical Financial Information is based on the unaudited balance sheet as of 30 June 2022.
7.5.6. The stated basis of preparation for the Pro Forma Historical Financial Information is in a manner consistent with the recognition and measurement principle of the Australian Accounting Standards applied to the Historical Financial Information and the events or transactions to which the pro forma adjustments relate, as described above, as if those events or transactions had occurred as of 30 June 2022.

8. RISK FACTORS

8.1. Introduction

8.1.1. The new shares offered under this prospectus are considered highly speculative. An investment in the company is not risk free and the directors strongly recommend potential investors to consider the risk factors described below, together with information contained elsewhere in this prospectus and to consult their professional advisors before deciding whether subscribe for new shares .
8.1.2. There are specific risks which relate directly to the company’s business. In addition, there are other general risks, many of which are largely beyond the control of the company and the directors . The risks identified in this Section , or other risk factors, may have a material impact on the financial performance of the company and the market price of shares .
8.1.3. The following is not intended to be an exhaustive list of the risk factors to which the company is exposed.

8.2. Risks specific to the company

8.2.1. No history of revenues or profits

The company is a minerals exploration company, with a focus on gold exploration; it does not have a history of earning revenues or profits and there is no assurance that future operations will result in revenues or profits. If sufficient revenues to operate profitably cannot be generated, operations may be suspended or cease.

8.2.2. Exploration and development risks

Mineral exploration and development is a speculative and high-risk undertaking that may be impeded by circumstances and factors beyond the control of the company . Success in this process involves, among other things:

(a) discovery and proving-up, or acquiring, economically recoverable resources or reserves;
(b) access to adequate capital throughout the exploration, discovery and project development phases;
(c) securing and maintaining title to mineral exploration projects;
(d) obtaining required development consents and approvals necessary for the acquisition, mineral exploration, development and production phases; and
(e) accessing the necessary experienced operational staff, the applicable financial management and recruiting skilled contractors, consultants and employees.

As the company is an exploration company, there can be no assurance that exploration on its projects, or any other exploration properties that may be acquired in the

future, will result in the discovery of an economic mineral resource. Even if an apparently viable mineral 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, changing government regulations and many other factors beyond the control of the company .

8.2.3. Tenement grant and maintenance risks

The company’s mining exploration activities are dependent upon the grant or, as the case may be, the maintenance of appropriate licences, concessions, leases, permits and regulatory consents which may be withdrawn or made subject to limitations. The maintaining of tenements, obtaining renewals, or getting tenements granted, often depends on the company being successful in obtaining the required statutory approvals for its proposed activities and that the licences, concessions, leases, permits or consents it holds will be renewed as and when required. There is no assurance that such renewals will be given as a matter of course and there is no assurance that new conditions will not be imposed in connection therewith.

8.2.4. Agents & contractors

The company outsources substantial parts of its exploration activities pursuant to services contracts with third-party contractors. The directors are unable to predict the risk of financial failure, default or insolvency of any of the contractors that will be used by the company in any of its activities or other managerial failure by any of the other service providers used by the company for any activity. Contractors may also underperform their obligations of their contract, and in the event that their contract is terminated, the company may not be able to find a suitable replacement on satisfactory terms.

8.2.5. Operational risks

The operations of the company may be affected by various factors, including:

(a) failure to locate or identify mineral deposits;
(b) failure to achieve predicted grades in exploration and mining;
(c) operational and technical difficulties encountered in mining;
(d) insufficient or unreliable infrastructure, such as power, water and transport;
(e) difficulties in commissioning and operating plant and equipment;
(f) mechanical failure or plant breakdown;
(g) unanticipated metallurgical problems which may affect extraction costs; and
(h) adverse weather conditions.

In the event that any of these potential risks eventuate, the company’s operational and financial performance may be adversely affected.

8.2.6. Conditions to tenements

Interests in mining tenements in Western Australia are governed by legislation and are evidenced by the granting of leases and licences by the State. The company is subject to the Mining Act 1978 (WA) ( Mining Act ) and the company has an obligation to meet conditions that apply to the tenements , including the payment of rent and prescribed annual expenditure commitments.

The tenements held by the company are subject to annual review and periodic renewal. While it is the company’s intention to satisfy the conditions that apply to the tenements , there can be no guarantees made that, in the future, the tenements that are subject to renewal will be renewed or that minimum expenditure and other conditions that apply to the tenements will be satisfied. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements comprising the projects . These events could have a materially adverse effect on the company’s prospects and the value of its assets.

If a tenement holder fails to comply with the terms and conditions of a tenement, the Warden or Minister (as applicable) may impose a fine or order that the tenement be forfeited. In most cases an order for forfeiture can only be made where the breach is of sufficient gravity to justify forfeiture of the tenement. In certain cases, a third party can institute administrative proceedings under the Mining Act before the Warden seeks forfeiture of the tenement.

8.2.7. Crown land

The land subject to the tenements may overlap with Crown land, including pastoral leases. Upon commencing mining operations on any of the tenements , the company may need to consider entering into a compensation and access agreement with the lease holders to ensure the requirements of the Mining Act are satisfied and to avoid any disputes arising. In the absence of agreement, the Warden’s Court determines compensation payable. The entry into these agreements may delay the undertaking of activities, including the development of any future mines, and may mean that the company cannot explore all areas that it may prefer to explore for mineral development.

8.2.8. Grant of future authorisations to explore and mine

If the company discovers an economically viable mineral deposit that it then intends to develop, it will, among other things, require various approvals, licences and permits before it will be able to mine the deposit. There is no guarantee that the company will be able to obtain all required approvals, licences and permits. To the extent that required authorisations are not obtained or are delayed, the company’s operational and financial performance may be materially adversely affected.

8.2.9. Native title and heritage matters

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. The directors will closely monitor the potential effect of native title claims involving tenements in which the company has or may have an interest. 8.2.10. Requirement for additional capital Additional funding may be required in the event costs exceed the company’s estimates and to effectively implement its business and operational plans in the future to take advantage of opportunities for acquisitions, joint ventures or other business opportunities, and to meet any unanticipated liabilities or expenses which the company may incur. If such events occur, additional funding will be required.

The company may seek to raise further funds through equity or debt financing, joint ventures, licensing arrangements, or other means. Failure to obtain sufficient financing for the company’s activities and future projects may result in delay and indefinite postponement of these activities and potential development programmes. There can be no assurance that additional finance will be available when needed or, if available, the terms of the financing may not be favourable to the company and might involve substantial dilution to shareholders .

8.2.11. Retention of key personnel

There is a risk that, where there is a turnover of development staff who have knowledge of the mineral tenements and the business, knowledge will be lost in the event that those staff resign or retire. This involves the risk that those staff will have information in respect of the company’s activities which has a commercial value to the company as well as an opportunity cost for replacement of those staff and subsequent training.

8.3. Industry-specific risks

8.3.1. Contamination risks

The mineral exploration sector operates under Australian state and federal environmental laws. The company’s operations may use hazardous materials and produce hazardous waste which may have an adverse impact on the environment or cause exposure to hazardous materials. Despite efforts to conduct its activities in an environmentally responsible manner and in accordance with all applicable laws, the company may be subject to claims for toxic torts, natural resources damages and other damages. In addition, the company may be subject to the investigation and clean-up of contaminated soil, surface water and groundwater. This may delay the timetable of the company’s projects and may subject the company to substantial penalties including fines, damages, clean-up costs or other penalties. The company is also subject to environmental protection legislation, which may affect the company’s access to certain areas of its properties and could result in unforeseen expenses and areas of moratorium.

8.3.2. Metallurgy risk

When compared with many industrial and commercial operations, mining exploration projects are high risk. Each ore body is unique and the nature of the

mineralisation, the occurrence and grade of the ore, as well as its behaviour during mining can never be wholly predicted. Estimations of a mineral deposit are not precise calculations although are based on interpretation and on samples from drilling which represent a very small sample of the entire ore body. Reconciliation of past production and reserves, where available, can confirm the reasonableness of past estimates, but cannot categorically confirm accuracy of future projections.

The applications of metallurgical test work results and conclusions to the process design, recoveries and throughput depend on the accuracy of the test work and assumption that the sample tests are representative of the ore body as a whole. There is a risk associated with the scale-up of laboratory and pilot plant results to a commercial scale and with the subsequent design and construction of any plant.

8.3.3. Resource and reserve estimates

Resource and reserve estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when initially calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource and reserve estimates are imprecise and depend to some extent on interpretation which may prove to be inaccurate.

8.3.4. Land access

There is a substantial level of regulation and restriction on the ability of exploration and mining companies to have access to land in Australia. Negotiations with both traditional owners and landowners/occupiers are generally required before the company can access land for exploration or mining activities. Inability to access, or delays experienced in accessing, the land may impact on the company’s activities.

8.3.5. Environmental risks

The operations and proposed activities of the company are subject to state and federal environmental laws and regulations. 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 mine development proceeds. The company will attempt to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

8.3.6. Environmental impact constraints

The company's exploration programs will, in general, be subject to approval by governmental authorities. Development of any of the company's properties will be dependent on the relevant project meeting environmental guidelines and, where required, being approved by governmental authorities.

8.3.7. Climate change regulation

Mining of mineral resources is relatively energy-intensive and is dependent on the consumption of fossil fuels. Increased regulation and government policy designed to mitigate climate change may adversely affect the company’s cost of operations and adversely impact the financial performance of the company .

8.3.8. Insurance risks

Insurance coverage of all risks associated with minerals 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 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.

8.3.9. Safety

Safety is a fundamental risk for any exploration and production company in relation to personal injury, damage to property and equipment and other losses. The occurrence of any of these risks could result in legal proceedings against the company and/or key personnel and substantial losses to the company due to injury or loss of life, damage or destruction of property, regulatory investigation, and penalties or suspension of operations. Damage occurring to third parties because of such risks may give rise to claims against the company .

8.4. General risks

8.4.1. Market conditions

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) introduction of tax reform or other new legislation;
(c) interest rates and inflation rates;
(d) changes in investor sentiment toward particular market sectors;
(e) the demand for, and supply of, capital; and
(f) terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and mineral 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 .

8.4.2. Commodity and exchange rate fluctuation risk

To the extent the company may become involved in mineral production, the revenue derived through the sale of commodities may expose the potential income of the company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the company . Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors.

8.4.3. Economic and government risk

The future viability of the company is also dependent on a number of other factors affecting performance of all industries and not just the mineral exploration industry including, but not limited to, the following:

(a) general economic conditions in jurisdictions in which the company operates;
(b) changes in government policies, taxation and other laws in jurisdictions in which the company operates;
(c) the strength of the equity markets in Australia and throughout the world, and in particular investor sentiment towards the mineral exploration sector;
(d) movement in, or outlook on, interest rates and inflation rates in jurisdictions in which the company operates; and
(e) natural disasters, social upheaval or war in jurisdictions in which the company operates.

8.4.4. COVID-19

The outbreak of the COVID-19 pandemic is having a material effect on global economic markets. The global economic outlook is facing uncertainty due to the pandemic, which has had, and may continue to have, a significant impact on capital markets and share prices. The company’s share price may be adversely affected by the economic uncertainty caused by COVID-19.

Further, any governmental or industry measures taken in response to COVID-19 may adversely impact the company’s operations and are likely to be beyond the control of the company . The company's ability to freely move people and equipment to and from exploration projects may be the subject of delays or cost increases. The effects of COVID-19 on the company's share price may also impede the company's ability to raise capital or require the company to issue capital at a discount, which may in turn cause dilution to shareholders .

8.5. Speculative investment

8.5.1. The above list of risk factors 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 above, may in the future materially affect the financial performance of the company and the value of any new shares issued.

8.5.2. Therefore, any new shares issued carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those shares . Potential investors should consider that the investment in the company is highly speculative and should consult their professional advisors before deciding whether to subscribe for new shares .

9. ADDITIONAL INFORMATION

9.1. Rights attaching to shares

9.1.1. The following is a summary of the more significant rights and liabilities attaching to new shares offered pursuant to this prospectus . This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of shareholders . To obtain such a statement, persons should seek independent legal advice. Full details of the rights and liabilities attaching to shares are set out in the constitution , a copy of which is available for inspection at the company’s registered office during normal business hours.

9.1.2.
General meetings
(a) Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the company .
(b) Shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the constitution .
9.1.3. Voting rights
(a) Subject to the constitution and to any rights and restrictions attaching to any class of shares, at meetings of shareholders or other classes of shareholder , each shareholder entitled to attend and vote may attend and vote in person or by proxy or by attorney and, where the shareholder is a body corporate, by representative.
(b) On a show of hands every shareholder present having the right to vote at the meeting has one vote. On a poll, every shareholder present has one vote for each fully paid share and, the case of partly paid shares or share held by the shareholder , a fraction of a vote equivalent to the proportion which the amount paid (but not credited) is of the total amounts paid and payable (excluding amounts credited) on the share or shares held.
9.1.4.
Dividend rights

Subject to the Corporations Act and to any special rights or restrictions attached to any shares , directors may from time to time authorise the company to pay interim and final dividends which appear to the directors to be justified by the profits of the company .

9.1.5. Winding-up

If the company is wound up, the liquidator may, with the authority of a special resolution, 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 .

9.1.6. Transfer of shares

Generally, shares 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 and the listing rules .

9.1.7. Future increase in capital

The issue of any shares is under the control of the directors . Subject to restrictions on the issue or grant of securities contained in the listing rules , the constitution and the Corporations Act (and without affecting any special right previously conferred on the holder of an existing share or class of shares ), the directors may issue shares as they shall, in their absolute discretion, determine.

9.1.8. Variation of rights
(a) Under 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 .
(b) 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.

9.2. Options terms and conditions

The following are the terms and conditions of the options :

(a) ( entitlement ) each option will entitle the holder to subscribe for one share ;
(b) ( rank equally ) all shares issued upon the exercise of options will rank equally in all respects with the company's existing shares ;
(c) ( exercise price ) each option shall entitle the holder to acquire one share upon payment of the sum of $0.10 per option ( exercise price ) to the company ;
(d) ( exercise of options ) the options will expire at 5.00pm WST on 1 June 2025 ( date ). The options may be exercised, in whole or in part, at any time prior to the expiry date , by completing and delivering a duly completed form of notice of exercise to the registered office of the company together with the payment of the exercise price in immediately available funds for the number of shares in respect of which the options are exercised. An option not exercised on or before the expiry date will lapse. Shares issued pursuant to the exercise of options will be issued, and holding statements provided to the holders of shares , on the above terms and conditions not more than 15 business days after the receipt of a duly completed form of notice of exercise and the exercise price ;
(e) ( no quotation of options ) application will not be made to ASX for quotation of the options ;

(f) ( quotation of shares ) provided the company is listed on ASX at the time, application will be made for quotation of shares issued on exercise of options not later than 15 business days after the date of issue. If required, the company will give ASX a notice that complies with section 708A(5)(e) of the Corporations Act , or, if such a notice delivered is for any reason not effective to ensure that an offer for sale of the shares does not require disclosure to investors, the company must, no later than 20 business days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the shares does not require disclosure to investors;
(g) ( transfer ) the options are transferable subject to any restrictions imposed by ASX or under applicable Australian securities laws;
(h) ( participation and entitlements ) there are no participating rights or entitlements inherent in the options and holders will not be entitled to participate in new issues of securities offered to shareholders during the currency of the options . However, the company must give notice to the holders of options of any new issue before the record date for determining entitlements to the issue in accordance with the listing rules so as to give holders the opportunity to exercise their options before the date for determining entitlements to participate in any issue;
(i) ( reorganisation of share capital ) in the event of a reorganisation (including consolidation, subdivision, reduction or return) of the issued capital of the company , all rights of holders of options shall be changed to the extent necessary to comply with the Corporations Act and the listing rules applying to a reorganisation of capital at the time of the reorganisation; and
(j) ( bonus issue ) if, from time to time, before the expiry of the options the company makes a pro-rata issue of shares to shareholders for no consideration, the number of shares over which an option is exercisable will be increased by the number of shares which the holder would have received if the options had been exercised before the date for calculating entitlements to the pro-rata issue.

9.3. Underwriting agreement

9.3.1. The company has entered into the underwriting agreement , pursuant to which the underwriter has agreed to partially underwrite the offer by procuring applications for 50% any new shares that are not subscribed for under the offer and the shortfall offer .
9.3.2. The company has agreed to pay the underwriter a fee of $125,000 (plus GST ) and 4,687,500 shares issued at a deemed issue price of $0.016. The company will also be required to indemnify the underwriter for certain costs and expenses incurred by it in relation to the offer , including certain legal fees.
9.3.3. The underwriting agreement contains various representations, warranties, indemnities and undertakings in favour of the underwriter that are usual for arrangements of this type. In particular, the underwriting agreement contains various representations and

warranties by the company relating to the company and its business, including information provided to the underwriter and disclosed to ASX .

9.3.4. The underwriting agreement also imposes various obligations on the company , including undertakings to do certain things, including providing certain notices to the underwriters and ASX within prescribed periods.
9.3.5. The obligation of the underwriter to underwrite the offer is conditional on customary conditions including, amongst others, certain termination events giving the underwriter the right to terminate the underwriting agreement . In summary, these include:
(a) ( share price ): the company’s share price closes on any two (2) consecutive trading days before the shortfall notice date 10% or more below the closing price of shares on the business day prior to the date of execution of the underwriting agreement ;
(b) ( indices fall ): the S&P ASX 200 Index closes on any two (2) consecutive trading days before the shortfall notice date 10% or more below its respective level as at the close of business on the business day prior to the date of execution of the underwriting agreement ;
(c) ( contravention ) the company contravenes any of the following, which in the reasonable opinion of the underwriter has a material adverse effect :
- (i) any law, regulation, authorisation, ruling, consent, judgment, order or decree of any government agency;
- (ii) its constitution or another constituent document;
- (iii) a security interest or document which is binding on:
  - (1) the company ; or
  - (2) an asset of the company ;
(d) ( solvency ) an insolvency event occurs in relation to the company ;
(e) ( hostilities ) an outbreak of new hostilities or a state of war, whether declared or not, arises after the date of execution of the underwriting agreement , or an escalation of hostilities already in existence occurs, involving Australia, Japan, any member country of the European Community, the United States of America, any of the member states of the former Union of Soviet Socialist Republics, Indonesia, the Peoples' Republic of China, New Zealand, Hong Kong, Taiwan, Singapore or Malaysia, which in the reasonable opinion of the underwriter has or is likely to have a material adverse effect ; and
(f) ( dishonest director ) after the date of this agreement a director of the company commits or is convicted of a criminal offence or becomes a bankrupt which in the reasonable opinion of the underwriter has or is likely to have a material adverse effect .

9.4. Continuous disclosure obligations

9.4.1. The company is a “disclosing entity” (as defined in section 111AC of the Corporations Act ) for the purposes of section 713 of the Corporations Act and, as such, is subject to

	regular reporting and disclosure obligations. Specifically, as a listed company, the
	_company_is required to continuously disclose any information it has to the market
	which a reasonable person would expect to have a material effect on the price or the
	value of the_company’s_ securities.
9.4.2.	This_prospectus_is a “transaction specific prospectus” to which the special content rules
	under section 713 of the_Corporations Act_apply. That provision allows the issue of a
	more concise prospectus in relation to an offer of_securities_in a class which has been
	continuously quoted by_ASX_in the three months prior to the date of the prospectus.
	In general terms, “transaction specific prospectuses” are only required to contain
	information in relation to the effect of the issue of_securities_on the entity and the
	rights attaching to those_securities_. It is not necessary to include general information
	in relation to all of the assets and liabilities, the financial position, profits and losses
	or prospects of the issuing company.
9.4.3.	This_prospectus_is intended to be read in conjunction with the publicly available
	information in relation to the_company_which has been notified to_ASX_and does not
	include all of the information that would be included in a prospectus for an initial
	public offer of_securities_in an entity that is not already listed on a stock exchange.
	Investors should therefore have regard to the other publicly available information in
	relation to the_company_before deciding whether or not to invest.
9.4.4.	The_company_believes that it has complied with the general and specific requirements
	of_ASX_as applicable from time to time throughout the three months before the
	issue of this_prospectus_which required the_company_to notify_ASX_of information about
	specified events or matters as they arise for the purpose of_ASX_making that
	information available to the stock market conducted by_ASX_.
9.4.5.	Information that is already in the public domain has not been reported in this
	prospectus_other than that which is considered necessary to make this_prospectus
	complete.
9.4.6.	The_company_, as a disclosing entity under the_Corporations Act_, states that:
	(a) it is subject to regular reporting and disclosure obligations;

(b) copies of documents lodged with ASIC in relation to the company (not being documents referred to in section 1274(2)(a) of the Corporations Act ) may be obtained from, or inspected at, the offices of ASIC ; and
(c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this prospectus and the record date :
(i) the annual financial report of the company for the financial year ended 30 June 2021 being the most recent annual financial report of the company lodged with ASIC before the issue of this prospectus ; and
(ii) any documents used to notify ASX of information relating to the company in the period from lodgement of the annual financial report referred to in paragraph (i) above until the issue of this prospectus in accordance with the listing rules as referred to in section 674(1) of the Corporations Act .

Copies of all documents lodged with ASIC in relation to the company can be inspected at the registered office of the company during normal office hours.

The company has lodged the following announcements with ASX since the lodgement of its 2021 annual report on 29 October 2021:

Date	Description of ASX announcement
14/09/2022	Appendix 3G
14/09/2022	Application for quotation of securities - CLZ
14/09/2022	Application for quotation of securities - CLZ
13/09/2022	Proposed issue of securities - CLZ
12/09/2022	Classic's Project Management Plan - Approved
9/09/2022	Cleansing Statement
9/09/2022	Reinstatement to Quotation
9/09/2022	Classic secures $10 million to take Kat Gap to production
8/09/2022	Classic requests extension to suspension
7/09/2022	Classic requests extension to suspension
6/09/2022	Suspension from Official Quotation
2/09/2022	Application for quotation of securities - CLZ
2/09/2022	Appendix 3G
2/09/2022	Application for quotation of securities - CLZ
2/09/2022	Application for quotation of securities - CLZ
2/09/2022	Application for quotation of securities - CLZ
1/09/2022	Trading Halt
1/09/2022	Loyalty Option program completed
1/09/2022	Proposed issue of securities - CLZ
18/08/2022	More High Grade Gold Intercepts - Kat Gap
12/08/2022	Supplementary Prospectus
12/08/2022	Application for quotation of securities - CLZ
11/08/2022	Proposed issue of securities - CLZ
3/08/2022	Appendix 3G

3/08/2022	Infill Drilling Returns High Grade Gold Intercepts – Kat Gap
1/08/2022	Quarterly Activities/Appendix 5B Cash Flow Report
1/08/2022	Quarterly Activities Report
22/07/2022	Application for quotation of securities - CLZ
15/07/2022	Prospectus for Loyalty Options
13/07/2022	Proposed issue of securities - CLZ
13/07/2022	Classic to issue Loyalty Options - Amended
12/07/2022	Classic to issue Loyalty Options to Shareholders
11/07/2022	Issue of Convertible Notes Completed
08/07/2022	Results of Meeting
6/07/2022	Consolidation/Split - CLZ
30/06/2022	Application for quotation of securities - CLZ
30/06/2022	Classic Strikes Vital Processing Water In First Drill hole
29/06/2022	Notification regarding unquoted securities - CLZ
7/06/2022	Notice of General Meeting/Proxy Form
7/06/2022	Reinstatement to Official Quotation
7/06/2022	Proposed issue of securities - CLZ
7/06/2022	Proposed issue of securities - CLZ
7/06/2022	Capital Raising and Social Media Post
6/06/2022	Suspension From Official Quotation
1/06/2022	Trading Halt Request - Amended
1/06/2022	Trading Halt
16/05/2022	KAT GAP Bulk Sample Exceeds 1000 Ounces
11/05/2022	Mining of Bulk Sample Completed
29/04/2022	Quarterly Activities/Appendix 4C Cash Flow Report
4/04/2022	Kat Gap Market Update
4/04/2022	Cleansing Statement
4/04/2022	Notification of cessation of securities - CLZ

4/04/2022	Notification of cessation of securities - CLZ
4/04/2022	Proposed issue of securities - CLZ
4/04/2022	Application for quotation of securities - CLZ
1/04/2022	Proposed issue of securities - CLZ
25/03/2022	Cleansing Statement
23/03/2022	Kat Gap Gold Surfaces
22/03/2022	Application for quotation of securities - CLZ
22/03/2022	Application for quotation of securities - CLZ
21/03/2022	Proposed issue of securities - CLZ
18/03/2022	Successful Completion of Placement
17/03/2022	Classic's Mining Operations - Approved
17/03/2022	Half Yearly Report and Accounts
14/03/2022	Mining of Bulk Sample - Update
11/03/2022	Retraction and Clarification
11/03/2022	Change of Auditor
9/03/2022	High Grade Gold Results Confirmed at Lady Ada
3/03/2022	Mining of Gold Bulk Sample Re-Commences at Kat Gap
16/02/2022	CLZ Divests 80% Lithium Rights To Concentrate On Gold Mining
14/02/2022	Kat Gap Native Vegetation Clearing Permit Granted
4/02/2022	Cleansing Statement
4/02/2022	Application for quotation of securities - CLZ
3/02/2022	Proposed issue of securities - CLZ
31/01/2022	Quarterly Activities/Appendix 4C Cash Flow Report
20/01/2022	Results of Meeting
17/01/2022	Response to ASX Query
13/01/2022	Notice of Annual General Meeting/Proxy Form - Updated
11/01/2022	Notice of Annual General Meeting/Proxy Form Updated
13/12/2021	Notice of Annual General Meeting/Proxy Form

6/12/2021	Application for quotation of securities - CLZ
3/12/2021	Cleansing Statement
3/12/2021	Application for quotation of securities - CLZ
2/12/2021	Proposed issue of securities - CLZ
9/11/2021	Jobkeeper Payments Notification
8/11/2021	Results of Meeting

9.5. Directors’ interests

Other than as set out in this prospectus , no director or proposed director holds, or has held within the 2 years preceding lodgement of this prospectus with ASIC , any interest in:

(a) the formation or promotion of the company ;
(b) any property acquired or proposed to be acquired by the company in connection with:
(i) its formation or promotion; or
(ii) 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 a director or proposed director :

(d) as an inducement to become, or to qualify as, a director ; or
(e) for services provided in connection with:
(i) the formation or promotion of the company ; or
(ii) the offer .

9.6. Directors’ security holdings

As at the date of the prospectus , the directors hold the following interests in securities of the company :

	John Lester	Frederick	Lu Ning Yi	Stephen	Gillian King
		Salkanovic		O’Grady
shares held	365,000	379,167	475,289	-	-
options held	91,250	94,791	107,985	-	-
performance	1,200,000	400,000	400,000	400,000	400,000
rights held
new shares	182,500	189,584	237,645	-	-
entitlement
options	91,250	94,792	118,822	-	-
entitlement

9.7. Remuneration of directors

9.7.1. The constitution provides that the non-executive directors may be paid, in aggregate for their services as directors , a sum not exceeding such fixed sum per annum as may be determined by the company in general meeting. The determination of non-executive directors ’ remuneration within that maximum will be made by the board having regard to the inputs and value to the company of the respective contributions by each nonexecutive director . The current aggregate sum has been set at an amount not to exceed $350,000 per annum.
9.7.2. The remuneration of executive directors is decided by the board , without the affected executive director participating in that decision-making process and may be paid by way of fixed salary or commission.
9.7.3. Directors may also be reimbursed for all reasonable expenses incurred in the course of conducting their duties which include, but are not in any way limited to, out of pocket expenses, travelling expenses, disbursements made on behalf of the company and other miscellaneous expenses.
9.7.4. The non-executive directors have each executed an agreement with the company entitling them to remuneration in their capacities as directors .
9.7.5. The remuneration (including superannuation) of the directors for the year ended 30 June 2022 was as follows:

	John Lester	Frederick	Lu Ning Yi	Stephen	Gillian King
		Salkanovic		O’Grady
remuneration	210,000	40,000	40,000	40,000	40,000

9.8. Interests of experts and advisors

9.8.1. Other than as set out below or elsewhere in this prospectus , no promoter of the company or 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 had within the 2 years preceding lodgement of this prospectus with ASIC , any interest in:
(a) the formation or promotion of the company ;
(b) any property acquired or proposed to be acquired by the company in connection with its formation or promotion or in connection with 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 these persons for services provided in connection with the formation or promotion of the company or the offer .

9.9. Consents

9.9.1. Chapter 6D of the Corporations Act imposes a liability regime on the company (as the offeror of the new shares ), the directors , the persons named in the prospectus with their consent as incoming directors, any underwriters, persons named in the prospectus with

their consent having made a statement in the prospectus and persons involved in a contravention in relation to the prospectus . Although the company bears primary responsibility for the prospectus , the other parties involved in the preparation of the prospectus can also be responsible for certain statements in it.

9.9.2. Other than as set out below, each of the parties referred to in this Section :
(c) has not authorised or caused the issue of this prospectus ;
(d) does not make, or purport to make, any statement in this prospectus ;
(e) to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this prospectus other than a reference to its name and a statement included in this prospectus in Section 9.3 with the consent of that party; and
(f) was not involved in the preparation of this prospectus or any part of it except where expressly attributed to that person.
9.9.3. Still Capital has given its written consent to being named as the underwriter in this prospectus . Still Capital has not withdrawn its consent prior to the lodgement of this prospectus with ASIC .

9.10. Expenses of the offer

The total expenses of the offer are estimated to be approximately $150,000 (excluding GST ) and are expected to be applied towards the items set out in the table below:

	$
ASIC fees	3,206
legal fees	12,500
underwriter’s fee	125,000
miscellaneous	9,294
total	150,000

9.11. No determination by ASIC

ASIC has not made a determination which would prevent the company from relying on section 713 of the Corporations Act in issuing the new shares or options under this prospectus .

9.12. Taxation

It is the responsibility of all persons to satisfy themselves of the taxation treatment that applies to them in relation to the offer , by consulting their own professional tax advisers. Neither the company nor any of its directors or officers accepts any liability or responsibility in respect of the taxation consequences of the matters referred to above.

9.13.	CHESS and issuer sponsorship
9.13.1.	The_company_is a participant in_CHESS_, for those investors who have, or wish to
	have, a sponsoring stockbroker. Investors who do not wish to participate through
	CHESS_will be_issuer sponsored_by the_company. Because the sub-registers are
	electronic, ownership of_securities_can be transferred without having to rely on paper
	documentation.
9.13.2.	Electronic registers mean that the_company_will not be issuing certificates to investors.
	Instead, investors will be provided with a statement (similar to a bank account
	statement) that sets out the number of_securities_issued to them under this_prospectus_(as
	well as any other_securities_registered in their name at the time). The notice will also
	advise holders of their “Holder Identification Number” (if broker sponsored) or
	“Securityholder Reference Number” (if_issuer sponsored_) and explain, for future
	reference, the sale and purchase procedures under_CHESS_and issuer sponsorship.
9.13.3.	Further monthly statements will be provided to holders if there have been any
	changes in their security holding in the_company_during the preceding month.
9.14.	Privacy
9.14.1.	If you complete an_application_for_shares_, you will be providing personal information to
	the_company_(directly or through the_company’s_share registry). The_company_collects,
	holds and will use that information to assess your application, service your needs as a
	holder of_securities_in the_company_, facilitate distribution payments and corporate
	communications to you as a_shareholder,_and carry out administration.
9.14.2.	The information may also be used from time to time and disclosed to persons
	inspecting the_company’s securities_registers, bidders for your_securities_in the context of
	takeovers, regulatory bodies, including the Australian Taxation Office, authorised
	securities brokers, print service providers, mail houses and the_company’s_share
	registry.
9.14.3.	You can access, correct and update the personal information that we hold about you.
	Please contact the_company_or its share registry if you wish to do so at the relevant
	contact numbers set out in this_prospectus_.
9.14.4.	Collection, maintenance and disclosure of certain personal information is governed
	by legislation including the_Privacy Act 1988_(Cth) (as amended), the_Corporations Act_
	and certain rules such as the_settlement operating rules_. You should note that if you do
	not provide the information required on the application for_shares_, the_company_may
	not be able to process or accept your application.
9.15.	Litigation
	As far as the directors are aware, there are no current or threatened civil litigation,
	arbitration proceeding or administrative actions, or criminal prosecutions in which
	the_company_is directly or indirectly concerned which are likely to have a material
	adverse effect on the business or financial position of the_company_

9.16. Governing law

This prospectus and the contracts that arise from the acceptance of applications are governed by the law applicable in Western Australia and each applicant submits to the non-exclusive jurisdiction of the courts of Western Australia.

10. DIRECTORS’ AUTHORISATION

This prospectus is issued by the company and its issue has been authorised by a resolution of the directors . In accordance with section 720 of the Corporations Act , each director has consented to the lodgement of this prospectus with ASIC .

==> picture [158 x 59] intentionally omitted <==

John Lester Director

for and on behalf of

Classic Minerals Limited

11. GLOSSARY

In this prospectus , unless the context otherwise requires, the following terms have the following meanings:

additional new has the meaning given to that term in Section 5.6.1 . shares

applicant a person who applies for new shares pursuant to the offer . application a valid application to subscribe for new shares under this prospectus . application form the application form attached to or accompanying this prospectus . application money submitted by applicants in respect of applications . monies ASIC the Australian Securities and Investments Commission. ASX ASX Limited ACN 008 624 691, or where the context requires, the Australian Securities Exchange which it runs. board the board of directors . business day a day (other than a Saturday or a Sunday) on which banks in Perth, Western Australia are open for business. CHESS ASX’s Clearing House Electronic Subregistry System. closing date has the meaning given to that term in Section 5.1.4 .

company, Classic Classic Minerals Limited ACN 119 484 016, a public company incorporated or CLZ and existing in Australia and listed on ASX (ASX: CLZ).

company the secretary of the company , Mr Madhu Bhalla. secretary

constitution the constitution of the company from time to time.

Corporations Act the Corporations Act 2001 (Cth).

director a director of the company .

dollar , $ , or A$ the lawful currency for the time being of the Commonwealth of Australia.

eligible has the meaning given to that term in Section 5.3.1 . shareholder

entitlement and has the meaning given to that term in Section 6.2.1. acceptance form

glossary	this glossary of terms.
issue price	has the meaning given to that term in_Section 5.1.1_.
issuer sponsored	_securities_issued by an issuer that are held in uncertificated form without the
	holder entering into a sponsorship agreement with a broker or without the
	holder being admitted as an institutional participant in_CHESS_.
listing rules	the official listing rules of_ASX_from time to time.
material adverse	means a material adverse effect on any of the following;
effect	(a) any fact relating to the_offer_existing at the date of this agreement; or
	(b) the likelihood of the_underwriter_incurring any liability to any person under
	any law in connection with the_offer_.
new shares	has the meaning given to that term in_Section 5.1.1_.
offer	has the meaning given to that term on the cover page of this_prospectus._
offer period	the period between the date of this_prospectus_and the_closing date_.
option	an option to acquire a_share_.
prospectus	this document.
quotation	has the meaning given to that term in the_listing rules_.
record date	5.00pm_WST_on the date specified in the_timetable_on page 4 of this_prospectus_.
related party	has the meaning given to that term in sections 9 and 228 of the_Corporations_
	Act.
right	an entitlement to subscribe for a_new share_under the_offer_.
Section	a section of this_prospectus_.
securities	has the meaning given to that term in section 92 of the_Corporations Act_.
settlement	the settlement rules of the securities clearing house which operates_CHESS_.
operating rules
share	a fully paid ordinary share in the capital of the_company_.
share registry	the_company’s_share registry, being Link Market Services.
shareholder	a holder of_shares_.

shortfall notice	the date on which the company gives the underwriter notice of the number of
date	new shares outstanding after allocations under the_offer_and the_shortfall offer_.
shortfall offer	has the meaning given to that term in_Section 5.1.3_.
Still Capital	Still Capital Pty Ltd ACN 647 521 604.
timetable	the timetable of key events and dates set out on page 4 of this_prospectus_.
underwriter	has the meaning given to that term in_Section 5.7_.
underwriting	the agreement dated on or around 16 September 2022 between the_company_
agreement	and the_underwriter_pursuant to which the_underwriter_agrees to partially
	underwrite the_offer_.
WST	Western Standard Time, being the time in Perth, Western Australia.

AI assistant

CLASSIC MINERALS LTD — Capital/Financing Update 2022

64664_rns_2022-09-18_cd508a47-c49d-4d08-b0ee-33a1cc68c4da.pdf

19 September 2022

ASX Announcement

Classic to undertake Entitlement Offer to raise up to $3.65 million

The timetable for the Offer is as follows:

About Classic Minerals Ltd

About the Forrestania Gold Project

Forward Looking Statements

ENDS:

Classic Minerals Limited

PROSPECTUS

CONTENTS

1. CORPORATE DIRECTORY

2.

TIMETABLE

3. IMPORTANT INFORMATION

3.1. Lodgement and timing

3.2. Disclaimers

3.3. Risks

3.4. Applications

3.6. Overseas shareholders

3.10. Enquiries

4. LETTER FROM THE CHAIRMAN

Offer

Prospectus

Applications

John Lester Non-Executive Chairman

5. DETAILS OF THE OFFER

5.1. Summary

5.2. Minimum subscription

5.3.

Eligible shareholders

( eligible shareholders ).

5.4. Entitlements of eligible shareholders

5.5. No rights trading

5.7. Underwriting

5.8. Placement of balance

5.9. Withdrawal of the offer

6. ACTION REQUIRED BY SHAREHOLDERS

6.1. Your choices

6.2. How to apply

6.2.4.

6.3. Representations you will be taken to make by acceptance

6.4. Application monies to be held on trust

6.5. Do nothing

7. EFFECT OF THE OFFER

7.1. Purpose and effect of the offer

7.2. Effect on capital structure

7.3. Effect on shareholdings

7.4. Effect on control

7.5. Effect on financial position

8. RISK FACTORS

8.1. Introduction

8.2. Risks specific to the company

8.2.1. No history of revenues or profits

8.2.2. Exploration and development risks

8.2.3. Tenement grant and maintenance risks

8.2.5.

Operational risks

8.2.6. Conditions to tenements

8.2.7. Crown land

8.2.8. Grant of future authorisations to explore and mine

8.2.9.

Native title and heritage matters

8.2.11. Retention of key personnel

8.3. Industry-specific risks

8.3.1. Contamination risks

8.3.2. Metallurgy risk

8.3.3. Resource and reserve estimates

8.3.4. Land access

8.3.5. Environmental risks

8.3.6. Environmental impact constraints

8.3.7. Climate change regulation

8.3.8. Insurance risks

8.3.9. Safety

8.4. General risks

8.4.1. Market conditions

8.4.2. Commodity and exchange rate fluctuation risk

CLASSIC MINERALS LTD Capital/Financing Update 2022