CLASSIC MINERALS LTD — Proxy Solicitation & Information Statement 2018

Mar 11, 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: 9 April 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.

CONTENTS

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 Monday 9 April 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) 9389 7871, or

• (c) send the proxy form by post to Advanced Share Registry Limited, PO Box 1159, Nedlands, Western Australia, 6009.

so that it is received not later than 11.00am WST on 6 April 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

• 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.

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NOTICE OF GENERAL MEETING

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 4 April 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 6 April 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 136,216,235 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 and 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 7,142,857 Shares to Lincoln and Pauline Topham 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 2 by Lincoln and Pauline Topham or either of them and any associate of Lincoln Topham 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 3 - Approval for the Future Placement of up to 350,000,000 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 350,000,000 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 3 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 3 is passed and any associate of those persons.

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NOTICE OF GENERAL MEETING

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 – Approval of Performance Shares

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

“That for the purposes of sections 246B(1) and 246C(5) of the Corporations Act and clauses 3.10 of the Constitution of the Company and for all other purposes, the Company be authorised to issue the Performance Shares, the terms of which are set out in the Explanatory Memorandum.”

Voting Exclusion: The Company will disregard all votes cast in favour of Resolution 4 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 4 is passed and 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.

Ordinary Resolution 5 – Issue of Shares to Chief Executive Officer – Mr Dean Goodwin

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

“That subject to and conditional upon the passing of Resolution 4 and for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Directors to issue up to 35,000,000 Performance Shares to Mr Dean Goodwin (or his nominee) on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion: The Company will disregard all votes cast in favour of Resolution 5 by Mr Dean Goodwin and or associate of Dean Goodwin.

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: 9 March 2018

BY ORDER OF THE BOARD

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 9[th] April 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 1-2 - Ratification of Prior Issues of Shares

1.1 Background

During the last 12 months, the Company issued 515,028,073 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 2 in conjunction with any of their associates, hold, either before, during, or after any of the issues the subject of Resolutions 1 to 2 more than 19.9% of the issued capital of the Company.

1.3 Listing Rule 7.4

Resolutions 1 to 2 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 2 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 2. 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 2 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.

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EXPLANATORY STATEMENT

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	8,000,000	$0.008	20 September 2017	Cost of establishing Amendment to Standby Subscription Facility. The Company did not raise any funds from the issue of these shares as they were issued in lieu of the costs of establishing the amendment to the Standby Subscription Agreement.
1	Stock Assist Group Pty Ltd	25,300,000	$0.00343	8 November 2017	The funds raised from the Placement were issued for general working capital purposes, to retire and pay borrowing costs.
1	Stock Assist Group Pty Ltd	76,562,765	$0.00343	6 December 2017	The funds raised from the Placement were issued for general working capital purposes, to retire and pay borrowing costs.
1	Stock Assist Group Pty Ltd	12,501,328	$0.004	9 December 2017	The funds raised from the Placement were issued for general working capital purposes, to retire and pay borrowing costs.
1	Stock Assist Group Pty Ltd	3,098,750	$0.0032	11 December 2017	The funds raised from the Placement were issued for general working capital purposes, to retire and pay borrowing costs.
1	Stock Assist Group Pty Ltd	9,000,000	$0.0032	29 December 2017	The funds raised from the Placement were issued for general working capital purposes, to retire and pay borrowing costs.
1	Stock Assist Group Pty Ltd	1,273,438	$0.0032	10 December 2017	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.
1	Stock Assist Group Pty Ltd	479,954	$0.00326	14 December 2017	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.
2	Lincoln and Pauline Topham	7,142,857	$0.007	20 September 2017	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	143,359,092

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EXPLANATORY STATEMENT

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 2.

2. RESOLUTION 3 – APPROVAL FOR THE FUTURE PLACEMENTS OF UP TO 350,000,000 SHARES

2.1 Background

The Company is proposing to undertake placements, through the issue of up to 350,000,000 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 39.32% of the Company’s current issued share capital of 889,995,708 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 3 is 350,000,000 Shares;

• (b) the Shares the subject of Resolution 3 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 $1,284,000 to be funded by these Placements has been attached to Schedule 2.

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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 3. The Board recommends Shareholders vote in favour of Resolution 3 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.

3. RESOLUTION 4 – APPROVAL OF PERFORMANCE SHARES

3.1 General

The Company seeks Shareholder approval to create the Performance Shares as a new class of shares in the Company on the terms and conditions in Schedule 1.

Under clause 3.1 of the Company’s Constitution and, subject to the Corporations Act, the Listing Rules and the Constitution, the Company may allot shares in the Company on any terms, at any time and for any consideration as the Directors resolve. Also under clause 3.1 of the Company’s Constitution the Directors have the right to grant, subject to the Listing Rules, to any person, options or other securities with rights of conversion to shares.

Section 246C(5) of the Corporations Act provides that if a company has one class of share and seeks to issue a new class of share, such issue is taken to vary the rights attached to shares already issued.

Under section 246B(1) of the Corporations Act, if a company has a constitution which sets out the procedure for varying or cancelling (in the case of a company with share capital) rights attached to shares in a class of shares, those rights may be varied or cancelled only in accordance with the procedure.

In accordance with clause 3.2 of the Constitution, subject to the terms of issue of shares in a particular class, the Company may vary or cancel rights attached to shares in that class by an special resolution of the Company passed at a meeting of the members holding shares in that class.

Accordingly, the Company seeks approval from Shareholders for the issue of the Performance Shares as a new class of shares on the terms set out in Schedule 1 of this Explanatory Memorandum.

The Company will also seek Shareholder approval in Resolution 4 to issue Performance Shares to the Chief Executive Officer Mr Dean Goodwin.

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EXPLANATORY STATEMENT

4. RESOLUTION 5 – ISSUE OF PERFORMANCE SHARES TO CHIEF EXECUTIVE OFFICER – MR DEAN GOODWIN

4.1 Background

Pursuant to Resolution 5 the Company proposes to allot and issue 35,000,000 Performance Shares to Chief Executive Office (“CEO”) Dean Goodwin.

The primary purpose of the grant of the Performance Shares to the CEO is to provide a performance linked incentive component in the CEO’s remuneration package to assist the Company in rewarding his performance, and to align his interests with those of the Shareholders. The Board considers that the experience of the CEO will greatly assist the development of the Company. As such, the Board believes that the number of the Performance Shares it is proposed to be allotted and issued to the CEO is commensurate with his value to the Company.

Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained, unless an exception in ASX Listing Rule 10.12 applies. Approval pursuant to Listing Rule 7.1 is not required in order to issue the Performance Shares as approval is being obtained under ASX Listing Rule 10.11.

Mr Goodwin is a related party of the Company by virtue of being the Chief Executive Officer of the Company.

Messrs Lester, Salkanovic and Yi recommend the Shareholders vote in favour of Resolution 5.

4.2 Related Party Approval

The Company is not seeking Shareholder approval for the financial benefit covered by Resolution 5 as the Board (other than Mr Goodwin) has resolved that the financial benefit to be provided to the CEO pursuant to the allotment and issuing of the Performance Shares comes within the reasonable remuneration exemption to Chapter 2E of the Corporations Act 2001 (Cth).

4.3 Information required by Listing Rule 10.13

For the purposes of Listing Rule 10.13, information regarding the issue of the Performance Shares is provided as follows:

• (a) The Performance Shares will be issued to Mr Goodwin and/or his nominee.

• (b) The maximum number of Performance Shares the Company can issue to Mr Goodwin and/or his nominee under Resolution 5 is 35,000,000 Performance Shares to be issued as follows:

• (1) 5,000,000 Class A Performance Shares;

• (2) 10,000,000 Class B Performance Shares;

• (3) 20,000,000 Class C Performance Shares.

• (c) The Company will issue the Performance Shares to Mr Goodwin and/or his nominee no later than one month after the date of the Meeting and it is anticipated that the Performance Shares will be issued on one date.

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EXPLANATORY STATEMENT

• (d) The Performance Shares will be issued for nil cash consideration. Accordingly, no funds will be raised from the issue of the Performance Shares.

• (e) The terms and conditions of the Performance Shares are set out in Schedule 1.

• (f) A voting exclusion statement is included in the Notice.

4.4 Conditional Resolution

Resolution 5 is conditional on the approval of Resolution 4. Consequently if Resolution 4 is not approved, Resolution 5 will not be approved.

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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.

Class A Performance Shares means a class A performance share issued on the terms and conditions set out in Schedule 1.

Class B Performance Shares means a class B performance share issued on the terms and conditions set out in Schedule 1.

Class C Performance Shares means a class C performance share issued on the terms and conditions set out in Schedule 1.

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 9 April 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.

Performance Shares means the Class A Performance Shares, Class B Performance Shares and Class C Performance Shares.

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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GLOSSARY

SCHEDULE 1 – TERMS OF PERFORMANCE SHARES

Rights attaching to the Class A Performance Shares, Class B Performance Shares and Class C Performance Shares

• (a) ( Performance Shares ) Each Performance Share is a share in the capital of the Company.

• (b) ( General Meetings ) The Performance Shares shall confer on the holder (Holder) the right to receive notices of general meetings and financial reports and accounts of the Company that are circulated to shareholders. Holders have the right to attend general meetings of shareholders of the Company.

• (c) ( No Voting Rights ) The Performance Shares do not entitle the Holder to vote on any resolutions proposed at a general meeting of shareholders of the Company, subject to any voting rights under the Corporations Act or the ASX Listing Rules where such rights cannot be excluded by these terms.

• (d)

• ( No Dividend Rights ) The Performance Shares do not entitle the Holder to any dividends.

• (e) ( Rights on Winding Up ) Upon winding up of the Company, the Performance Shares may not participate in the surplus profits or assets of the Company, unless and only to the extent that each Performance Share has converted into a Share.

• (f)

• ( Transfer of Class A Performance Shares ) The Performance Shares are not transferrable.

• (g) ( Reorganisation of Capital ) If at any time the issued capital of the Company is reconstructed, all rights of a Holder will be changed to the extent necessary to comply with the ASX Listing Rules at the time or reorganisation.

• (h) ( Application to ASX ) the Performance Shares will not be quoted on ASX. If the Company is listed on the official list of the ASX, upon conversion of the Performance Shares into Shares in accordance with these terms, the Company must within seven (7) days after the conversion, apply for the official quotation on ASX of the Shares arising from the conversion.

• (i) ( Participation in Entitlements and Bonus Issues ) Holders of Performance Shares will not be entitled to participate in new issues of capital offered to holders of the Shares such as bonus issues and entitlement issues.

• (j) ( Amendments required by ASX ) The terms of the Performance Shares may be amended as necessary by the Directors of the Company in order to comply with the ASX Listing Rules, or any directions of ASX regarding the terms.

• (k) ( No Other Rights ) The Performance Shares give the Holders no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these items.

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GLOSSARY

Conversion of the Class A Performance Shares

• (l) ( Conversion of Class A Performance Shares if milestone achieved ) Each Class A Performance Share will convert into one (1) Share upon the Company share price reaching 1 cent (based on the volume weighted average market price of the Company’s shares over twenty consecutive trading days on which the Company’s securities have actually traded.)

• (m) ( After Conversion ) The Shares issued on conversion of the Class A Performance Shares will, as and from 5.00pm (WST) on the date of allotment, rank equally with and confer rights identical with all other Shares then on issue and application will be made by the Company to ASX for official quotation of the Shares issued upon conversion.

• (n) ( Conversion Procedure ) The Company will issue the Holder with a new holding statement for the Shares as soon as practicable following the conversion of the Class A Performance Shares into the Shares.

• (o) ( Ranking of Shares ) The Shares into which the Class A Performance Shares will convert will rank pari passu in all respects with the Shares on issue at the date of conversion.

Conversion of the Class B Performance Shares

• (p) ( Conversion of Class B Performance Shares if milestone achieved ) Each Class B Performance Share will convert into one (1) Share upon the Company share price reaching 2 cents (based on the volume weighted average market price of the Company’s shares over twenty consecutive trading days on which the Company’s securities have actually traded).

• (q) ( After Conversion ) The Shares issued on conversion of the Class B Performance Shares will, as and from 5.00pm (WST) on the date of allotment, rank equally with and confer rights identical with all other Shares then on issue and application will be made by the Company to ASX for official quotation of the Shares issued upon conversion.

• (r) ( Conversion Procedure ) The Company will issue the Holder with a new holding statement for the Shares as soon as practicable following the conversion of the Class B Performance Shares into the Shares.

• (s) ( Ranking of Shares ) The Shares into which the Class B Performance Shares will convert will rank pari passu in all respects with the Shares on issue at the date of conversion.

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GLOSSARY

Conversion of the Class C Performance Shares

• (t) ( Conversion of Class C Performance Shares if milestone achieved ) Each Class C Performance Share will convert into one (1) Share upon the Company share price reaching 3 cents (based on the volume weighted average market price of the Company’s shares over twenty consecutive trading days on which the Company’s securities have actually traded).

• (u) ( After Conversion ) The Shares issued on conversion of the Class C Performance Shares will, as and from 5.00pm (WST) on the date of allotment, rank equally with and confer rights identical with all other Shares then on issue and application will be made by the Company to ASX for official quotation of the Shares issued upon conversion.

• (v) ( Conversion Procedure ) The Company will issue the Holder with a new holding statement for the Shares as soon as practicable following the conversion of the Class C Performance Shares into the Shares.

• (w) ( Ranking of Shares ) The Shares into which the Class C Performance Shares will convert will rank pari passu in all respects with the Shares on issue at the date of conversion.

• ** The terms of the Performance Shares may be adjusted as required by ASX.

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GLOSSARY

SCHEDULE 2 – EXPLORATION BUDGET

Application of Funds
Drilling (Diamond,RC andAircore)	$815,000
Assaying	$ 94,500
Geophysics	$95,000
Field Supplies	$21,500
Staffing	$258,000
Total	$1,284,000

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PROXY FORM

APPOINTMENT OF PROXY CLASSIC MINERALS LIMITED ACN 119 484 016

GENERAL MEETING

I/We

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of

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being a member of Classic Minerals Limited entitled to attend and vote at the General Meeting, hereby

Appoint

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Name of proxy

OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the General Meeting to be held at the Mosman Bay Room, Hyatt Regency Perth, 99 Adelaide Terrace Perth WA 6000 at 11.00am WST on Monday 9 April 2018, and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all resolutions in which the Chair is entitled to vote.

Voting on Business of the General Meeting

		FOR	AGAINST	ABSTAIN
Resolution 1 Ratification of Prior Issue of Shares
Resolution 2 Ratification of Prior Issue of Shares
Resolution 3 Approval of Future Placement
Resolution 4 Approval of Performance Shares
Resolution 5 Issue of Shares to Chief Executive Officer
Please note: If you mark the abstain box	for a particular Resolution, you are directing your proxy not to vote on that Resolution on a
show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.
If two proxies are being appointed, the proportion of voting rights this proxy represents is………………………. %.
Signature of Member(s): ___Date: ___
Individual or Member 1	Member 2	Member 3
Sole Director/Company Secretary	Director	Director/Company Secretary

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

Contact Name: _____ Contact Ph (daytime): _________

E-mail Address : ________ Consent for contact by e-mail YES NO

CLASSIC MINERALS LIMITED ABN 77 119 484 016

Instructions for Completing ‘Appointment of Proxy’ Form

1. A shareholder entitled to attend and vote at a meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

2. A duly appointed proxy need not be a shareholder of the Company. In the case of joint holders, all must sign.

Corporate shareholders should comply with the execution requirements set out on the proxy form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

• Directors of the company;

• a Director and a company secretary of the company; or

• for a proprietary company that has a sole Director who is also the sole company secretary – that Director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole Director and sole company secretary of the company must state that next to his or her signature.

Completion of a proxy form will not prevent individual shareholders from attending the meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the meeting.

1. Where a proxy form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

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

• (a) send the proxy form by post to Advanced Share Registry Limited, PO Box 1159, Nedlands, Western Australia 6009; or

• (b) send the proxy form by post to Classic Minerals Limited, PO Box 487, Osborne Park, Western Australia 6917; or

• (c) send the proxy form by facsimile to Advanced Share Registry on number (08) 9389 7871.

so that it is received not later than 11.00am WST on 6 April 2018.

Proxy forms received later than this time will be invalid.