CLASSIC MINERALS LTD - Proxy Solicitation & Information Statement 2018

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CLASSIC MINERALS LIMITED

ABN 77 119 484 016

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

TIME:	11.00am WST
DATE:	27 June 2018
PLACE:	Mosman Bay Room,
	Hyatt Regency Perth,
	99 Adelaide Terrace,
	PERTH WA 6000

This Notice of Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (08) 6305 0221.

Notice of General Meeting (setting out the proposed resolutions) Explanatory Statement (explaining the proposed resolutions) Glossary Proxy Form Enclosed

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders of Classic Minerals Limited which this Notice of Meeting relates to will be held at 11.00am WST on Wednesday 27 June 2018 at:

Mosman Bay Room, Hyatt Regency. 99 Adelaide Terrace PERTH WA 6000

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed and either:

(a) send the proxy form by post to Classic Minerals Limited, PO Box 487, Osborne Park WA 6917; or
(b) send the proxy form by facsimile to Advanced Share Registry on facsimile number (08) 9262 3723, or
(c) send the proxy form by post to Advanced Share Registry Limited, PO Box 1156, Nedlands, Western Australia, 6909.

so that it is received not later than 11.00am WST on Monday 25 June 2018.

Proxy forms received later than this time will be invalid.

In accordance with section 249L of the Corporations Act, members are advised that:

Each member has a right to appoint a proxy;
The proxy need not be a member of the company; and

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NOTICE OF GENERAL MEETING

A member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes each proxy may exercise, then in accordance with section 249X (3) of the Corporations Act, each proxy may exercise half of the votes.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Meeting. Broadly, the changes mean that:

if proxy holders vote, they must cast all ‘directed’ proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the company's members; and
the appointed proxy is not the chair of the meeting; and
at the meeting, a poll is duly demanded on the resolution; and
either of the following applies:
the proxy is not recorded as attending the meeting;
the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders of Classic Minerals Limited will be held at the Hyatt Regency Perth, Mosman Bay Room, 99 Adelaide Terrace at 11.00am WST on Wednesday 27 June 2018

The Explanatory Statement annexed to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the proxy form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at the close of business on 25 June 2018.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

Ordinary Resolution 1 – Ratification of Prior Issue of Shares

To consider and, if thought fit, to pass, with or without amendment, the following ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 120,000,000 Shares to Stock Assist Group Pty Ltd on the dates and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard all votes cast in favour of Resolution 1 by Stock Assist Group Pty Ltd or an associate of Stock Assist Group Pty Ltd.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Ordinary Resolution 2 – Ratification of Prior Issue of Shares

To consider and, if thought fit, to pass, with or without amendment, the following ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 3,750,000 Shares to JJ Investments (Noosa) Pty Ltd on the date and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard all votes cast in favour of Resolution 2 by JJ Investments (Noosa) Pty Ltd or an associate of JJ Investments (Noosa) Pty Ltd.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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NOTICE OF GENERAL MEETING

Ordinary Resolution 3 – Ratification of Prior Issue of Shares

To consider and, if thought fit, to pass, with or without amendment, the following ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 3,750,000 Shares to 31 May Pty Ltd on the date and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard all votes cast in favour of Resolution 3 by 31 May Pty Ltd or an associate of 31 May Pty Ltd.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Ordinary Resolution 4 – Ratification of Prior Issue of Shares

To consider and, if thought fit, to pass, with or without amendment, the following ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 352,850 Shares to Exploration Equipment Hire WA on the date and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard all votes cast in favour of Resolution 4 by Exploration Equipment Hire WA or an associate of Exploration Equipment Hire WA.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Ordinary Resolution 5 – Ratification of Prior Issue of Shares

To consider and, if thought fit, to pass, with or without amendment, the following ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 2,500,000 Shares to Hanlec Electrical Pty Ltd on the date and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard all votes cast in favour of Resolution 5 by Hanlec Electrical Pty Ltd or any associate of Hanlec Electrical Pty Ltd.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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NOTICE OF GENERAL MEETING

Ordinary Resolution 6 – Ratification of Prior Issue of Shares

To consider and, if thought fit, to pass, with or without amendment, the following ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 2,896,300 Shares to Colin John Muir and Heather May Muir as trustees of the Colin Muir Family Trust on the date and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard all votes cast in favour of Resolution 6 by Colin John Muir and Heather May Muir as trustees for the Colin Muir Family Trust or any associate of the Colin Muir Family Trust or either of the trustees.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Ordinary Resolution 7 – Ratification of Prior Issue of Shares

To consider and, if thought fit, to pass, with or without amendment, the following ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 12,375,000 Shares to S3 Consortium Pty Ltd on the date and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard all votes cast in favour of Resolution 7 by S3 Consortium Pty Ltd or any associate of S3 Consortium Pty Ltd.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Ordinary Resolution 8 – Ratification of Prior Issue of Shares

To consider and, if thought fit, to pass, with or without amendment, the following ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 1,500,000 Shares to CPS Capital Group Pty Ltd on the date and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard all votes cast in favour of Resolution 8 by CPS Capital Group Pty Ltd or any associate of CPS Capital Group Pty Ltd.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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NOTICE OF GENERAL MEETING

Ordinary Resolution 9 – Ratification of Prior Issue of Shares

To consider and, if thought fit, to pass, with or without amendment, the following ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 3,500,000 Shares to Mahe Investments Pty Ltd on the date and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard all votes cast in favour of Resolution 8 by Mahe Investments Pty Ltd or any associate of Mahe Investments Pty Ltd.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Ordinary Resolution 10 – Ratification of Prior Issue of Shares

To consider and, if thought fit, to pass, with or without amendment, the following ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 2,000,000 Shares to Greywood Holdings Pty Ltd on the date and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard all votes cast in favour of Resolution 10 by Greywood Holdings Pty Ltd or any associate of Greywood Holdings Pty Ltd.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Ordinary Resolution 11 – Ratification of Prior Issue of Shares

To consider and, if thought fit, to pass, with or without amendment, the following ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 3,750,000 Shares to Reliant Resources Pty Ltd on the date and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard all votes cast in favour of Resolution 11 by Reliant Resources Pty Ltd as trustee for the Goodwin Enterprises Family Account or any associate of Reliant Resources Pty Ltd.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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NOTICE OF GENERAL MEETING

Ordinary Resolution 12 – Ratification of Prior Issue of Shares

To consider and, if thought fit, to pass, with or without amendment, the following ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 10,000,000 Shares to Lincoln and Pauline Topham on the date and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard all votes cast in favour of Resolution 12 by Lincoln and Pauline Topham or either of them or any associate of Lincoln and Pauline Topham or either of them.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Ordinary Resolution 13 – Ratification of Prior Issue of Shares

To consider and, if thought fit, to pass, with or without amendment, the following ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 6,250,000 Shares to Jacob Doutch on the date and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard all votes cast in favour of Resolution 13 by Jacob Doutch or any associate of Jacob Doutch.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Ordinary Resolution 14 – Ratification of Prior Issue of Shares

To consider and, if thought fit, to pass, with or without amendment, the following ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 7,500,000 Shares to Adam McKay on the date and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard all votes cast in favour of Resolution 14 by Adam McKay or any associate of Adam McKay.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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NOTICE OF GENERAL MEETING

Ordinary Resolution 15 - Approval for the Future Placement of up to 400,000,000 Shares

To consider and, if thought fit, to pass, with or without amendment, the following ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval and authorisation is given to the Directors to issue up to 400,000,000 Shares at an issue price that is at least 80% of the average market price of the Shares calculated over the last 5 days on which sales in the Shares were recorded before the date on which the issue is made, and otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard all votes cast in favour of Resolution 15 by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if Resolution 15 is passed or any associate of those persons.

However, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

DATED: 28 May 2018

BY ORDER OF THE BOARD

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DEAN GOODWIN Chief Executive Officer CLASSIC MINERALS LIMITED

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting of Classic Minerals Limited to be held at the Hyatt Regency Perth, Mosman Bay Room, 99 Adelaide Terrace at 11.00am WST on Wednesday 27t[h] June 2018.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting (of which this Explanatory Statement forms a part).

1. Ordinary Resolutions 1-14 - Ratification of Prior Issues of Shares

1.1 Background

During the last 12 months, the Company issued 1,159,911,330 Shares without disclosure to investors under the exceptions provided in section 708 of the Corporations Act. The corporate and professional advisors were not related parties of the Company.

1.2 Corporations Act

None of the allottees the subject of Resolutions 1 to 14 in conjunction with any of their associates, hold, either before, during, or after any of the issues the subject of Resolutions 1 to 14 more than 19.9% of the issued capital of the Company.

1.3 Listing Rule 7.4

Resolutions 1 to 14 seeks Shareholder ratification of these issues of Shares pursuant to ASX Listing Rule 7.4 and for all other purposes.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where, pursuant to ASX Listing Rule 7.4, a company in general meeting ratifies the previous issue of securities made (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purposes of ASX Listing Rule 7.1.

By ratifying the issue of the Shares the subject of Resolutions 1 to 14 the Company will retain the flexibility to issue equity securities in the future of up to the 15% annual placement capacity set out in ASX Listing Rule 7.1.

Unless otherwise stated, none of the Directors have a material personal interest in the subject matter of Resolutions 1 to 14. The Board believes that the ratification of the issues of the Shares is beneficial for the Company. The Board recommends Shareholders vote in favour of Resolutions 1 to 14 as it provides the Company with the flexibility to issue, subject to the limits under the ASX Listing Rules, further securities during the next 12 months without Shareholder approval.

1.4 Technical information required by Listing Rule 7.4 for the Share Issues Ratifications

Resolution	Allottee	No of shares	Issue Price	Date Issued	Purpose of Issue
1	Stock Assist Group Pty Ltd	120,000,000	$0.004	30 April 2018	Creditor payment. The Company did not raise anyfunds from this issue

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EXPLANATORY STATEMENT

					as they were issued to satisfy a payment to creditors.
2	JJ Investments (Noosa) Pty Ltd	3,750,000	$0.004	28 March 2018	The funds raised from this placement were used for general working capital purposes, to retire and pay borrowing costs.
3	31 May Pty Ltd	3,750,000	$0.004	28 March 2018	The funds raised from this placement were used for general working capital purposes to retire and pay borrowing costs.
4	Exploration Equipment Hire WA	352,850	$0.004	28 March 2018	The funds raised from this placement were used for general working capital purposes to retire and pay borrowing costs.
5	Hanlec Electrical Pty Ltd	2,896,300	$0.004	11 April 2018	Creditor Payment. The Company did not raise any funds from this issue of shares as they were issued to satisfy a payment to a creditor.
6	Colin John Muir and Heather May Muir as trustees for the Colin Muir Family Trust	2,500,000	$0.004	11 April 2018	Creditor Payment. The Company did not raise any funds from this issue of shares as they were issued to satisfy a payment to a creditor.
7	S3 Consortium Pty Ltd	12,375,000	$0.004	12 April 2018	Creditor Payment. The Company did not raise any funds from this issue of shares as they were issued to satisfy a payment to a creditor.
8	CPS Capital Group Pty Ltd	1,500,000	$0.004	13 April 2018	Creditor Payment. The Company did not raise any funds from this issue of shares as they were issued to satisfy a payment to a creditor.
9	Mahe Investments Pty Ltd	3,500,000	$0.004	13 April 2018	Creditor Payment. The Company did not raise any funds from this issue of shares as they were issued to satisfy a payment to a creditor.
10	Greywood Holdings Pty Ltd	2,000,000	$0.005	26 April 2018	Creditor Payment. The Company did not raise any funds from this issue of

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EXPLANATORY STATEMENT

					shares as they were issued to satisfy a payment to a creditor.
11	Reliant Resources Pty Ltd as trustee for Goodwin Enterprises Family a/c	3,750,000	$0.004	24 April 2018	Creditor Payment. The Company did not raise any funds from this issue of shares as they were issued to satisfy a payment to a creditor.
12	Lincoln and Pauline Topham	10,000,000	$0.004	7 May 2018	Creditor Payment. The Company did not raise any funds from this issue of shares as they were issued to satisfy a payment to a creditor.
13	Jacob Doutch	6,250,000	$0.004	7 May 2018	Creditor Payment. The Company did not raise any funds from this issue of shares as they were issued to satisfy a payment to a creditor.
14	Adam McKay	7,500,000	$0.004	7 May 2018	Creditor Payment. The Company did not raise any funds from this issue of shares as they were issued to satisfy a payment to a creditor.
	Total	180,124,150

The Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.

Voting Exclusion Statement

A voting exclusion statement is included in the Notice in respect of Resolutions 1 to 14.

Resolutions 2, 3 and 4 – Clarification of Appendix 3B dated 6 April 2018

The Company notes that the issued shares the subject of these resolutions were referred to in the Appendix 3B dated 6 April 2018 and more specifically were included in the calculation of the placement capacity under rule 7.1 on page 10 of that Appendix 3B. Unfortunately due to an administrative error these shares were not set out at item 6c on page 2 of that Appendix 3B, as being securities without shareholder approval under rule 7.1. The Company takes this opportunity to clarify this matter and also to confirm these resolutions do not relate to any directors’ holdings.

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EXPLANATORY STATEMENT

2. RESOLUTION 15 – APPROVAL FOR THE FUTURE PLACEMENTS OF UP TO 400,000,000 SHARES

2.1 Background

The Company is proposing to undertake placements, through the issue of up to 400,000,000 Shares (Placements). These placements will be made to professional and sophisticated investors or to other persons to whom disclosure is not required under Chapter 6D of the Corporations Act.

The Shares the subject of these proposed placements represent approximately 25.97% of the Company’s current issued share capital of 1,539,878,965 Shares (assuming that no other Shares are issued prior to the Meeting).

2.2 ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in section 1.3 above.

2.3 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Placement:

(a) the maximum number of securities to be issued pursuant to this Resolution 15 is 400,000,000 Shares;
(b) the Shares the subject of Resolution 15 will be issued no later than three (3) months after the date of this Meeting;
(c) the Shares will be issued at a price that is at least 80% of the volume weighted average market price of Shares calculated over the last 5 days on which sales in the Shares were recorded before the date on which any issue is made;
(d) the Shares will be issued to professional and sophisticated investors or to other persons to whom disclosure is not required under Chapter 6D of the Corporations Act. The Directors will determine to whom the Shares will be issued but these persons will not be related parties of the Company;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(f) the Shares will be issued progressively as subscribers are identified, however no Shares will be issued after the date which is three (3) months after the date of the Meeting; and
(g) the Company intends to use the funds raised by these Placements for the continued exploration and acquisition of assets, including the Fraser Range Project and the Forrestania Gold Project. Any surplus funds will be used for general working capital purposes, review and analysis of new projects. The proposed Exploration Budget of $1,635,000 to be funded by these Placements has been attached to Schedule 1.

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EXPLANATORY STATEMENT

2.4 Directors’ recommendation

None of the Directors have a material personal interest in the subject matter of Resolution 15. The Board recommends Shareholders vote in favour of Resolution 15 as it will provide additional working capital to the Company and means that the Shares the subject of this Resolution will not need to be counted as part of the Company’s 15% placement capacity, giving the Company the flexibility to issue further securities representing up to 15% of the Company’s share capital without Shareholder approval.

2.5 Voting Exclusion Statement

A voting exclusion statement is included in the Notice.

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EXPLANATORY STATEMENT

SCHEDULE 1 – EXPLORATION BUDGET

Application of Funds
Drilling (Diamond,RC andAircore)	$1,100,000
Assaying	$150,000
Geophysics	$95,000
Field Supplies	$32,000
Staffing	$258,000
Total	$1,635,000

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GLOSSARY

ASX means ASX Limited (ACN 008 724 791).

ASX Listing Rules or Listing Rules means the Listing Rules Adoption of the ASX and any other rules of the ASX which are applicable while the entity is admitted to the Official List of the ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Board means the Board of Directors.

Chair or Chairman means the person appointed to chair the Meeting convened by this Notice. Company or Classic Minerals means Classic Minerals Limited (ABN 77 119 484 016).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Statement means the explanatory statement accompanying this Notice of Meeting. General Meeting means the General Meeting of the Company to be held on 27 June 2018. Meeting has the meaning in the introductory paragraph of the Notice.

Notice means the Notice of the General Meeting attached to this Explanatory Statement.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution contained in the Notice.

Share means an ordinary fully paid share in the capital of the Company.

Shareholder means a shareholder of the Company.

WST means Western Standard Time

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CLASSIC MINERALS LTD — Proxy Solicitation & Information Statement 2018

64664_rns_2018-05-27_8a58a2ad-b7fa-4f57-ab77-8d410d40c86b.pdf

CLASSIC MINERALS LIMITED

ABN 77 119 484 016

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

CONTENTS

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

YOUR VOTE IS IMPORTANT

VOTING IN PERSON

VOTING BY PROXY

Proxy forms received later than this time will be invalid.

NOTICE OF GENERAL MEETING

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

NOTICE OF GENERAL MEETING

AGENDA

Ordinary Resolution 1 – Ratification of Prior Issue of Shares

Ordinary Resolution 2 – Ratification of Prior Issue of Shares

Ordinary Resolution 3 – Ratification of Prior Issue of Shares

Ordinary Resolution 4 – Ratification of Prior Issue of Shares

Ordinary Resolution 5 – Ratification of Prior Issue of Shares

Ordinary Resolution 6 – Ratification of Prior Issue of Shares

Ordinary Resolution 7 – Ratification of Prior Issue of Shares

Ordinary Resolution 8 – Ratification of Prior Issue of Shares

Ordinary Resolution 9 – Ratification of Prior Issue of Shares

Ordinary Resolution 10 – Ratification of Prior Issue of Shares

Ordinary Resolution 11 – Ratification of Prior Issue of Shares

Ordinary Resolution 12 – Ratification of Prior Issue of Shares

Ordinary Resolution 13 – Ratification of Prior Issue of Shares

Ordinary Resolution 14 – Ratification of Prior Issue of Shares

Ordinary Resolution 15 - Approval for the Future Placement of up to 400,000,000 Shares

DATED: 28 May 2018

BY ORDER OF THE BOARD

DEAN GOODWIN Chief Executive Officer CLASSIC MINERALS LIMITED

1. Ordinary Resolutions 1-14 - Ratification of Prior Issues of Shares

1.1 Background

1.2 Corporations Act

1.3 Listing Rule 7.4

EXPLANATORY STATEMENT

EXPLANATORY STATEMENT

Voting Exclusion Statement

Resolutions 2, 3 and 4 – Clarification of Appendix 3B dated 6 April 2018

2. RESOLUTION 15 – APPROVAL FOR THE FUTURE PLACEMENTS OF UP TO 400,000,000 SHARES

2.1 Background

2.2 ASX Listing Rule 7.1

2.3 Technical information required by ASX Listing Rule 7.3

2.4 Directors’ recommendation

2.5 Voting Exclusion Statement

SCHEDULE 1 – EXPLORATION BUDGET

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CLASSIC MINERALS LTD Proxy Solicitation & Information Statement 2018

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