CLASSIC MINERALS LTD — Proxy Solicitation & Information Statement 2019

Oct 24, 2019

CLASSIC MINERALS LIMITED ABN 77 119 484 016

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

TIME : 11.00am WST DATE: 22 November 2019 PLACE: Sugar Room, Ibis Perth, 334 Murray Street, 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.

C O NT E N TS

C O NT E N TS
Notice of General Meeting (setting out the proposed resolutions)	4
Explanatory Statement (explaining the proposed resolutions)	7
Glossary	8
Proxy Form

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 Friday 22 November 2019 at:

Sugar Room, Ibis Perth. 334 Murray Street 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 1318, Wangara DC WA 6947; 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 20 November 2019.

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.

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.

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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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NO T I C E O F G E NE R A L ME E T I NG

Notice is given that the General Meeting of Shareholders of Classic Minerals Limited will be held at the Ibis Perth, Sugar Room, 334 Murray Street at 11.00am WST on 22 November 2019

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 20 November 2019.

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 25,000,000 Shares to Whead Pty Ltd on the dates and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 1 by Whead Pty Ltd or any associate of Whead 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 40,000,000 Shares to Lynch Family Trust on the dates and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 2 by Lynch Family Trust or any associate of Lynch Family Trust.

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 – 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 80,000,000 Shares to Troca Enterprises Pty Ltd on the dates and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 3 by Troca Enterprises Pty Ltd or any associate of Troca Enterprises Pty Ltd.

However, the Company need not disregard a vote if:

• (c) 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

• (d) 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 40,000,000 Shares to Greywood Holdings Pty Ltd on the dates and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 4 by Greywood Holdings Pty Ltd or any associate of Greywood Holdings Pty Ltd.

However, the Company need not disregard a vote if:

(e) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Page | 4

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proxy form; or

(f) 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 10,000,000 Shares to Kimberly Doutch on the dates and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 5 by Kimberly Doutch or any associate of Kimberly Doutch.

However, the Company need not disregard a vote if:

• (g) 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

• (h) 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 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 10,000,000 Shares to Julie Lynette Doutch on the dates and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 6 by Julie Lynette Doutch or any associate of Julie Lynette Doutch.

However, the Company need not disregard a vote if:

• (i) 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

• (j) 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 40,000,000 Shares to Whead Pty Ltd on the dates and on the terms and conditions set out in the Explanatory Statement.”

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

However, the Company need not disregard a vote if:

• (k) 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

• (l) 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 400,000,000 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 any votes cast in favour of Resolution 8 by Stock Assist Group Pty Ltd or any associate of Stock Assist Group Pty Ltd.

However, the Company need not disregard a vote if:

• (m) 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

• (n) 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 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 6,000,000 Shares to Malcolm Doutch on the dates and on the terms and conditions ~~set out in the Explanatory Statement.~~ ”

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Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 9 by Malcolm Doutch or any associate of Malcolm Doutch.

However, the Company need not disregard a vote if:

• (o) 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

• (p) 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 5,100,000 Shares to Tracey Pearson on the dates and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 10 by Tracey Pearson or any associate of Tracey Pearson.

However, the Company need not disregard a vote if:

• (q) 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

• (r) 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 5,750,000 Shares to Gary Doutch on the dates and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 11 by Gary Doutch or any associate of Gary Doutch.

However, the Company need not disregard a vote if:

• (s) 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

• (t) 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 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 5,000,000 Shares to Jasford Enterprises Pty Ltd on the dates and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 12 by Jasford enterprises Pty Ltd or any associate of Jasford enterprises Pty Ltd.

However, the Company need not disregard a vote if:

• (u) 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

• (v) 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 4,150,000 Shares to Brett Leslie Lewis on the dates and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 12 by Brett Leslie Lewis or any associate of Brett Leslie Lewis.

However, the Company need not disregard a vote if:

• (w) 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

• (x) 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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Ordinary Resolution 14 – Approval for issue of Options

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That for the purposes of ASX Listing Rule 7.1 and for all other purposes that the Company approves the issue of 135,000,000 unlisted options and on such terms and conditions referred to in, the Explanatory Memorandum accompanying this Notice .”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of Resolution 14 by any person/entity or any associates of any person/entity who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue in Resolution 14 (except a benefit solely by reason of being a holder of ordinary securities in the entity). However, the Company need not disregard a vote on Resolution 14, 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 15 – Approval for issue of Options

To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 7.1 and for all other purposes that the Company approves the issue of 25,000,000 unlisted options and on such terms and conditions referred to in, the Explanatory Memorandum accompanying this Notice .”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of Resolution 15 by any person/entity or any associates of any person/entity who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue in Resolution 15 (except a benefit solely by reason of being a holder of ordinary securities in the entity). However, the Company need not disregard a vote on Resolution 15, 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: 23 October 2019 BY ORDER OF THE BOARD

John Lester Chairman CLASSIC MINERALS LIMITED

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NO T I C E O F G E NE R A L ME E T I NG

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 Ibis Perth, Pepper Room, 334 Murray Street at 11.00am WST on 22[nd] November 2019.

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 1-13 - Ratification of Prior Issues of Shares

1.1 Background

During the last 1 month, the Company issued 646,000,000 Shares without disclosure to investors and/or creditors under the exceptions provided in section 708 of the Corporations Act. The corporate and professional advisors were not related parties of the Company. The Company had sufficient placement capacity under LR 7.1 for all the share issues.

1.2 Corporations Act

None of the allottees the subject of Resolutions 1 to 13 in conjunction with any of their associates, hold, either before, during, or after any of the issues the subject of Resolutions 1 to 13 more than 19.9% of the issued capital of the Company.

1.3 Listing Rule 7.4

Resolutions 1 to 13 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 ordinary securities 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 13 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 13. 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 12 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 7.5 for the Share Issues Ratifications

Resolution	Allottee	No of shares	Actual Issue Price	Value	Date Issued	Purpose of Issue
1	Whead Pty Ltd	25,000,000	$0.0020	$ 50,000	21-10-2019	Capital Raising. The Company raised $ 50,000 which has been utilised as working capital towards the Forrestania Gold Project.
					21-10-2019	Capital Raising.
	Lynch Family					The Company raised $ 100,000 which has
2		4	2
	Trust	0,000,000	$0.005	$ 100,00		been utilised as working capital towards the
						Forrestania Gold Project
3	Troca Enterprises Pty Ltd	80,000,000	$0.0025	$ 200,000	21-10-2019	Capital Raising. The Company raised $ 200,000 which has been utilised as working capital towards the Forrestania GoldProject.
	Greywood					Capital Raising.
4	Holdings Pty	40,000,000	$0.0025	$ 100,000	21-10-2019	The Company raised $ 100,000 which has
	Ltd					been utilised as working capital towards the
						Forrestania GoldProject.
5	Kimberly Doutch	10,000,000	$0.0025	$ 25,000	21-10-2019	Capital Raising. The Company raised $ 25,000 which has been utilised as working capital towards the Forrestania GoldProject.

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						Capital Raising.
	Julie Lynette
6		10000000	$0.0025	$ 25000	21-10-2019	The Company raised $ 25,000 which has
	Doutch	,,		,		been utilised as working capital towards the
						Forrestania GoldProject.
7	Whead Pty Ltd	40,000,000	$0.0025	$ 100,000	21-10-2019	Capital Raising. The Company raised $ 100,000 which has been utilised as working capital towards the Forrestania Gold Project.
Resolution	Allottee	No of shares	Deemed Issue Price	Value	Date Issued	Purpose of Issue
8	Stock Assist Group Pty Ltd	400,000,000	$0.0010	$ 400,000	21-10-2019	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, for consultancy work on tenement status and advice.
						Creditor Payment. The Company did not raise
	Malcolm				21-10-2019	any funds from this issue of shares as they
9
	Doutch	6,000,000	$0.0025	$ 15,000		were issued to satisfy a payment to a creditor,
						for work done at Kat Gap.
10	Tracey Pearson	5,100,000	$0.0025	$ 12,750	21-10-2019	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 for consultancy work on FGP Tenements done for the company.
						Creditor Payment. The Company did not raise
11				$ 14375		any funds from this issue of shares as they
	Gary Doutch	5,750,000	$0.0025	,	21-10-2019	were issued to satisfy a payment to a creditor,
						for work done at Kat Gap.
12	Jasford Enterprises Pty Ltd	5,000,000	$0.0025	$ 12,500	21-10-2019	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, for work done by excavator at Kat Gap.
						Creditor Payment. The Company did not raise
13	Brett Leslie			$ 10375		any funds from this issue of shares as they
	Lewis	4,150,000	$0.0025	,	21-10-2019	were issued to satisfy a payment to a creditor,
						forconstruction workdone atKat Gap.

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 each of the Resolutions 1 to 13.

RESOLUTION 14 – APPROVAL FOR THE ISSUE OF OPTIONS

2.1 Background

The Directors have resolved that, subject to shareholder approval of this resolution, the four funders who advanced loan funds to the Company during February 2019, be issued 135,000,000 unlisted Options, for nil consideration, as per the legal agreement entered into by the Company at the time.

2.2 ASX Listing Rules

ASX Listing Rule 7.1 provides that without shareholder approval, a company must not issue or agree to issue new “equity securities” constituting more than 15% of its total ordinary shares on issue within a 12-month period, excluding any issue of shares approved by shareholders.

ASX Listing Rule 7.3 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.1:

i. The total number of ordinary unlisted options to be issued is 135,000,000;

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• ii. The short-term funders who have been identified by the Directors as being eligible will be issued, subject to shareholder approval, for nil consideration;

• iii. Each Option entitles the holder to acquire one fully paid Ordinary Share in the Company.

• iv. The Options may be exercised at any time on or before 5.00pm (WST) on 1 March 2022. Each Option may be exercised by forwarding to the Company at its principal office the exercise notice, duly completed, together with payment of the sum of 0.2 cents ($0.002) per New Option exercised. The New Options will lapse at 5.00pm (WST) on 1 March 2022.

• v. The Options may be transferred by an instrument (duly stamped where necessary) in the form commonly used for transfer of Options at any time until 5.00pm (WST) on 1 March 2022, being the date, the Options expire.

• vi. Optionholders can only participate in new issues of securities provided they have first exercised their Options in which case the Optionholders shall be afforded the period of at least nine (9) business days prior to and inclusive of the record date (to determine entitlements to the issue) to exercise the Options.

• vii. Ordinary Shares issued on the exercise of Options will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application moneys. Ordinary Shares allotted pursuant to the exercise of an Option will rank equally with the then issued ordinary shares of the Company in all respects. If the Company is listed on ASX it will, pursuant to the exercise of an Option, apply to ASX for Quotation of the Ordinary Shares issued as a result of the exercise, in accordance with the Corporations Act and the Listing Rules.

• viii. In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the option holder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital at the time of the reconstruction.

• ix. If there is a bonus issue to shareholders, the number of Ordinary Shares over which the Option is exercisable may be increased by the number of Ordinary Shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue.

• x. In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Options may be reduced in accordance with Listing Rule 6.22.

• Under ASX Listing Rule 7.3.2 the securities will be issued within 3 months of the Meeting.

• Under Listing Rule 7.3.7 the issue of the securities will be made progressively within the three months from date of meeting.

• If all the Options, the subject of this Resolution 14 are issued, the company will not be in receipt of any funds.

2.2 Technical Information:

		Grantee		Number of Options:
	Faris Cassim			75,000,000
	EvoFund			45,000,000
	Loktor HoldingsPtyLtd			15,000,000
	TOTAL:			135,000,000

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RESOLUTION 15 – APPROVAL FOR THE ISSUE OF OPTIONS

2.1 Background

The Directors have resolved that, subject to shareholder approval of this resolution, the mandate holder, Argonaut Capital Limited be given the opportunity to purchase unlisted options to acquire shares in the Company. The Options were part of the mandate agreed to as part of the Fraser Range transaction.

2.2 ASX Listing Rules

ASX Listing Rule 7.1 provides that without shareholder approval, a company must not issue or agree to issue new “equity securities” constituting more than 15% of its total ordinary shares on issue within a 12-month period, excluding any issue of shares approved by shareholders.

ASX Listing Rule 7.3 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.1:

• i. The total number of ordinary unlisted options to be issued is 25,000,000;

• ii. The creditors and short-term funders who have been identified by the Directors as being eligible will be required to purchase their entitlement at a price of $ 0.0001 per Option;

• iii. Each Option entitles the holder to acquire one fully paid Ordinary Share in the Company.

• iv. The Options may be exercised at any time on or before 5.00pm (WST) on 1 March 2022. Each Option may be exercised by forwarding to the Company at its principal office the exercise notice, duly completed, together with payment of the sum of 0.2 cents ($0.002) per New Option exercised. The New Options will lapse at 5.00pm (WST) on 1 March 2022.

• v. The Options may be transferred by an instrument (duly stamped where necessary) in the form commonly used for transfer of Options at any time until 5.00pm (WST) on 1 March 2022, being the date, the Options expire.

• vi. Optionholders can only participate in new issues of securities provided they have first exercised their Options in which case the Optionholders shall be afforded the period of at least nine (9) business days prior to and inclusive of the record date (to determine entitlements to the issue) to exercise the Options.

• vii. Ordinary Shares issued on the exercise of Options will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application moneys. Ordinary Shares allotted pursuant to the exercise of an Option will rank equally with the then issued ordinary shares of the Company in all respects. If the Company is listed on ASX it will, pursuant to the exercise of an Option, apply to ASX for Quotation of the Ordinary Shares issued as a result of the exercise, in accordance with the Corporations Act and the Listing Rules.

• viii. In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the option holder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital at the time of the reconstruction.

• ix. If there is a bonus issue to shareholders, the number of Ordinary Shares over which the Option is exercisable may be increased by the number of Ordinary Shares which the holder of the Option would have received if the Option had been exercised before the ~~record date for the bonus issue.~~

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NO T I C E O F G E NE R A L ME E T I NG

• x. In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Options may be reduced in accordance with Listing Rule 6.22.

• Under ASX Listing Rule 7.3.2 the securities will be issued within 3 months of the Meeting.

• Under Listing Rule 7.3.7 the issue of the securities will be made progressively within the three months from date of meeting.

• If all the Options, the subject of this Resolution 15 are purchased, the company will be in receipt of 25,000,000 x $ 0.0001 = $ 2,500.00. the intended use of these funds will be for general working capital purposes, review and analysis of new projects.

2.2 Technical Information:

nformation:
	Grantee		Number of Options:
ArgonautCapital Limited			25,000,000
TOTAL:			25,000,000

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 22 November 2019.

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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LODGE YOUR PROXY APPOINTMENT ONLINE

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 ONLINE PROXY APPOINTMENT

www.advancedshare.com.au/investor-login

MOBILE DEVICE PROXY APPOINTMENT Lodge your proxy by scanning the QR code below, and enter your registered postcode. It is a fast, convenient and a secure way to lodge your vote.

2019 GENERAL MEETING PROXY FORM

I/We being shareholder(s) of Classic Minerals Limited and entitled to attend and vote hereby:

APPOINT A PROXY

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The Chair of the  PLEASE NOTE: If you leave the section blank, the Chair OR meeting of the Meeting will be your proxy.

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) are named, the Chair of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the General Meeting of the Company to be held at Sugar Room , Ibis Perth, 334 Murray Street, PERTH WA 6000 on 22 November 2019 at 11.00am WST and at any adjournment or postponement of that Meeting.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES:

The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

VOTING DIRECTIONS

	2019 GENERAL MEETING PROXY FORM I/We being shareholder(s) of Classic Minerals Limited and entitled to attend and vote hereby:
STEP 1	APPOINT A PROXY The Chair of the meeting OR PLEASE NOTE:If you leave the section blank, the Chair of the Meeting will be your proxy. or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) are named, the Chair of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the General Meeting of the Company to be heldat Sugar Room , Ibis Perth, 334 Murray Street, PERTH WA 6000 on 22 November 2019 at 11.00am WSTand at any adjournment or postponement of that Meeting. CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES: The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.
	VOTING DIRECTIONS
	Agenda Items For Against Abstain*
	1 Ratification of Prior Issue of Shares – 25,000,000 Shares ◼ ◼ ◼
	2 Ratification of Prior Issue of Shares - 40,000,000 Shares ◼ ◼ ◼
	3 Ratification of Prior Issue of Shares – 80,000,000 Shares ◼ ◼ ◼
	4 Ratification of Prior Issue of Shares – 40,000,000 Shares ◼ ◼ ◼
	5 Ratification of Prior Issue of Shares – 10,000,000 Shares ◼ ◼ ◼
2	6 Ratification of Prior Issue of Shares – 10,000,000 Shares ◼ ◼ ◼
P	7 Ratification of Prior Issue of Shares – 40,000,000 Shares ◼ ◼ ◼
TE	8 Ratification of Prior Issue of Shares - 400,000,000 Shares ◼ ◼ ◼
S	9 Ratification of Prior Issue of Shares – 6,000,000 Shares ◼ ◼ ◼
	10 Ratification of Prior Issue of Shares – 5,100,000 Shares ◼ ◼ ◼
	11 Ratification of Prior Issue of Shares – 5,750,000 Shares ◼ ◼ ◼
	12 Ratification of Prior Issue of Shares – 5,000,000 Shares ◼ ◼ ◼
	13 Ratification of Prior Issue of Shares – 4,150,000 Shares ◼ ◼ ◼
	14 Approval for the Issue of Options – 135,000,000 Options ◼ ◼ ◼
	15 Approval for the Issue of Options – 25,000,000 Options ◼ ◼ ◼
	* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your 
	votes will not be counted in computing the required majority on a poll.
	SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
	Shareholder 1(Individual) Joint Shareholder 2(Individual) Joint Shareholder 3(Individual)
3	Sole Director and Sole CompanySecretary Director/CompanySecretary (Delete one) Director
STEP	This form should be signed by the shareholder. If a joint holding, all the shareholders should sign. If signed by the shareholder’s attorney,
	the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company,
	the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
	Email Address
	Please tick here to agree to receive communications sent by the company via email. This may include meeting notifications, dividend remittance, and selected announcements.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

CORPORATE REPRESENTATIVES

CHANGE OF ADDRESS

This form shows your address as it appears on Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes.

If a representative of a nominated corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A Corporate Representative Form may be obtained from Advanced Share Registry.

APPOINTMENT OF A PROXY

If you wish to appoint the Chair as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chair, please write that person’s name in the box in Step 1. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate.

DEFAULT TO THE CHAIR OF THE MEETING

If you leave Step 1 blank, or if your appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chair of the Meeting.

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on an item, your vote on that item will be invalid.

PLEASE NOTE: If you appoint the Chair as your proxy (or if he is appointed by default) but do not direct him how to vote on an item (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that item), the Chair may vote as he sees fit on that item.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Advanced Share Registry Limited or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) On each Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

(b) Return both forms together.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Where the holding is in one name, the security holder must sign. Joint Holding:

Where the holding is in more than one name, all of the security holders should sign.

Power of Attorney:

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or a certified photocopy of the Power of Attorney to this form when you return it.

Companies:

Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

LODGE YOUR PROXY FORM

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 11.00am WST on 20 November 2019, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled meeting.

• ONLINE PROXY APPOINTMENT

www.advancedshare.com.au/investor-login

• BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909

• BY FAX +61 8 9262 3723

• BY EMAIL admin@advancedshare.com.au

• IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009

• ALL ENQUIRIES TO Telephone: +61 8 9389 8033