CLASSIC MINERALS LTD — Proxy Solicitation & Information Statement 2019

Aug 8, 2019

CLASSIC MINERALS LIMITED

ABN 77 119 484 016

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

TIME:	11.00am WST
DATE:	06 September 2019
PLACE:	Pepper 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	12
Proxy Form	13

T I ME AN D P LA C E O F ME E T I NG A ND H O W TO VO T E

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 06 September 2019 at:

Pepper 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 04 September 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

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• 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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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 27 June 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 04 September 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 40,000,000 Shares to CTRC 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 CTRC Pty Ltd or any associate of CTRC 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 50,000,000 Shares to Scintilla Strategic Investments Limited 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 Scintilla Strategic Investments Limited or any associate of Scintilla Strategic Investments Limited.

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:

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

“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 Raven Investment Holdings 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 3 by Raven Investment Holdings Pty Ltd or any associate of Raven Investment Holdings 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 25,000,000 Shares to Queensland M M 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 4 by Queensland M M Pty Ltd or any associate of Queensland M M 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 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 100,000,000 Shares to 1215 Capital 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 5 by 1215 Capital Pty Ltd or any associate of 1215 Capital Pty Ltd.

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 50,000,000 Shares to Whead Pty Ltd on the dates and on the terms and conditions set out in the Explanatory Statement.”

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

Voting Exclusion: The Company will disregard all votes cast in favour of Resolution 6 by Whead Pty Ltd or any associate of Whead Pty Ltd.

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 36,500,000 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 all votes cast in favour of Resolution 7 by Greywood Holdings Pty Ltd or any associate of Greywood Holdings 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 20,000,000 Shares to Foskin 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 8 by Foskin Pty Ltd or any associate of Foskin 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 9,300,000 Shares to SME Tax Solutions 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 9 by SME Tax Solutions Pty Ltd or any associate of SME Tax Solutions Pty Ltd.

However, the Company need not disregard a vote if:

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

• (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 15,000,000 Shares to Reliant Resources 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 10 by Reliant Resources Pty Ltd or any associate of Reliant Resources Pty Ltd.

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 5,000,000 Shares to Malcolm Doutch 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 11 by Malcolm Doutch or any associate of Malcolm 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 38,000,000 Shares to Namija 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 12 by Namija Pty Ltd or any associate of Namija 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.

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

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 5,000,000 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 all votes cast in favour of Resolution 13 by Gary Doutch or any associate of Gary Doutch.

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.

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 10,000,000 Shares to Ningaloo International 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 14 by Ningaloo International Pty Ltd or any associate of Ningaloo International Pty Ltd.

However, the Company need not disregard a vote if:

• (y) 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

• (z) 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 – 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 Jacob Spencer Doutch 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 15 by Jacob Spencer Doutch or any associate of Jacob Spencer Doutch.

However, the Company need not disregard a vote if:

• (aa) 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

• (bb) 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 16 – Ratification of Prior Issue of Shares

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

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

“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 Tracey Pearson 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 16 by Tracey Pearson or any associate of Tracey Pearson.

However, the Company need not disregard a vote if:

• (cc) 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

• (dd) 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 17 – 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 all votes cast in favour of Resolution 17 by Jasford Enterprises Pty Ltd or any associate of Jasford Enterprises Pty Ltd.

However, the Company need not disregard a vote if:

• (ee) 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

• (ff) 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 18 – 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 Brett Leslie Lewis 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 18 by Brett Leslie Lewis or any associate of Brett Leslie Lewis.

However, the Company need not disregard a vote if:

• (gg) 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

• (hh) 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 19 – 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 15,000,000 Shares to Exploration Machinery Hire Services Pty Ltd on the dates and on the terms and conditions set out in the Explanatory Statement.”

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

Voting Exclusion: The Company will disregard all votes cast in favour of Resolution 19 by Exploration Machinery Hire Services Pty Ltd or any associate of Exploration Machinery Hire Services Pty Ltd.

However, the Company need not disregard a vote if:

• (ii) 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

• (jj) 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 20 – 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 James Passaris 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 20 by James Passaris or any associate of James Passaris.

However, the Company need not disregard a vote if:

• (ll) 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

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: 09 August 2019

BY ORDER OF THE BOARD

John Lester Chairman CLASSIC MINERALS LIMITED

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Explanatory Memorandum

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 6[th] September 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 1-20 - Ratification of Prior Issues of Shares

1.1 Background

During the last 2 months, the Company issued 468,800,000 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.

1.2 Corporations Act

None of the allottees the subject of Resolutions 1 to 20 in conjunction with any of their associates, hold, either before, during, or after any of the issues the subject of Resolutions 1 to 20 more than 19.9% of the issued capital of the Company.

1.3 Listing Rule 7.4

Resolutions 1 to 20 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 21 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 20. 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 20 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 Memorandum

1.4 Technical information required by Listing Rule 7.5 for the Share Issues Ratifications

Resolution	Allottee	No of shares	Deemed Issue Price	Value	Date Issued	Purpose of Issue
1	CTRC Pty Ltd	40,000,000	$0.001	$ 40,000	15-Jul-2019	Capital Raising. The Company raised $ 40,000 which have been utilised as working capital towards the Forrestania Gold Project
	Scintilla Strategic					Capital Raising.
	Investments			$ 50,000		The Company raised $ 40,000 which have been utilised as workin
2	Limited	50,000,000	$0.001		02-Aug-2019	g capital towards the Forrestania Gold
						Project
3	Raven Investment Holdings Pty Ltd	25,000,000	$0.001	$ 25,000	02-Aug-2019	Capital Raising. The Company raised $ 25,000 which have been utilised as working capital towards the Forrestania Gold Project.
						Capital Raising. Th C id 25000 hih
	Queensland			$ 25,000	02-Aug-2019	e ompany rase $ , wc have been utilised as working capital
4	M M Pty Ltd	25,000,000	$0.001			towards the Forrestania Gold
						Project.
5	1215 Capital Pty Ltd	100,000,000	$0.001	$ 100,000	02-Aug-2019	Capital Raising. The Company raised $ 100,000 which have been utilised as working capital towards the Forrestania Gold Project.
						Capital Raising.
	Whead Pty Ltd					The Company raised $ 50,000 which
				$ 50,000	01-Aug-2019	have been utilised as working capital
6		50,000,000	$0.001			towards the Forrestania Gold
						Project.
7	Greywood Holdings Pty Ltd	36,500,000	$0.001	$ 36,500	15-Jul-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 interest on short term loan.
						Creditor Payment. The Company
	Foskin Pty Ltd					did not raise any funds from this
8		20000000	$0.001	$ 20,000	15-Jul-2019	issue of shares as they were
		,,				issued to satisfy a payment to a
						creditor, for interest on short term
						loan.
9	SME Tax Solutions Pty Ltd	9.300,000	$ 0.001	$ 9,300	15-Jul-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 financial consultancy work done for the company.

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Explanatory Memorandum

						Creditor Payment. The Company
10	Reliant	15,000,000	$ 0.001	$ 15,000	02-Aug-2019	did not raise any funds from this
	Resources Pty					issue of shares as they were
	Ltd					issued to satisfy a payment to a
						creditor for consultancy work done
						at FGP.
11	Malcolm Doutch	5,000,000	$ 0.001	$ 5,000	02-Aug-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 at FGP.
						Creditor Payment. The Company
12	Namija Pty Ltd	38,000,000	$ 0.001	$ 38,000	28-Feb-2019	did not raise any funds from this
						issue of shares as they were
						issued to satisfy a payment to a
						creditor for consultancy work done at
						FGP.
13	Gary Doutch	5,000,000	$ 0.001	$ 5,000	02-Aug-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 at FGP.
	Ningaloo					Creditor Payment. The Company
14	International	10,000,000	$ 0.001	$ 10,000	02-Aug-2019	did not raise any funds from this
						issue of shares as they were
	Pty Ltd					issued to satisfy a payment to a
						creditor for financial consultancy
						work done for the company.
15	Jacob Spencer Doutch	5,000,000	$ 0.001	$ 5,000	02-Aug-2019	In lieu of wages owed
						Creditor Payment. The Company
16	Tracey	5,000,000	$ 0.001	$ 5,000	02-Aug-2019	did not raise any funds from this
						issue of shares as they were
	Pearson
						issued to satisfy a payment to a
						creditor for financial consultancy
						work done for the company.
17	Jasford Enterprises Pty Ltd	5,000,000	$ 0.001	$ 5,000	02-Aug-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 machinery hire on FGP.
						Creditor Payment. The Company
18	Brett Leslie	5,000,000	$ 0.001	$ 5,000	02-Aug-2019	did not raise any funds from this
						issue of shares as they were
	Lewis
						issued to satisfy a payment to a
						creditor for work carried out on
						FGP.
19	Exploration Machinery Hire Services Pty Ltd	15,000,000	$ 0.001	$ 15,000	02-Aug-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 machinery hire on FGP.
	James	5,000,000				Creditor Payment. The Company did
20			$ 0.001	$ 5,000	02-Aug-2019	not raise any funds from this issue of
	Passaris					shares as they were issued to satisfy
						a payment to a creditor for work
						carried out on FGP.

Page | 15

Explanatory Memorandum

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 20.

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 06 September 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

Page | 16

LODGE YOUR PROXY APPOINTMENT ONLINE

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 ONLINE PROXY APPOINTMENT

www.advancedshare.com.au/investor-login

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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

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 held at Pepper Room , Ibis Perth, 334 Murray Street, PERTH WA 6000 on 06 September 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~~

Agenda Items

Agenda Items For Against Abstain* 1 Ratification of Prior Issue of Shares – 40,000,000 Shares ✓ ✓ ✓ 2 Ratification of Prior Issue of Shares - 50,000,000 Shares ✓ ✓ ✓ 3 Ratification of Prior Issue of Shares – 25,000,000 Shares ✓ ✓ ✓ 4 Ratification of Prior Issue of Shares – 25,000,000 Shares ✓ ✓ ✓ 5 Ratification of Prior Issue of Shares – 100,000,000 Shares ✓ ✓ ✓ 6 Ratification of Prior Issue of Shares – 50,000,000 Shares ✓ ✓ ✓ 7 Ratification of Prior Issue of Shares – 36,500,000 Shares ✓ ✓ ✓ 8 Ratification of Prior Issue of Shares - 20,000,000 Shares ✓ ✓ ✓ 9 Ratification of Prior Issue of Shares – 9,300,000 Shares ✓ ✓ ✓ 10 Ratification of Prior Issue of Shares – 15,000,000 Shares ✓ ✓ ✓ 11 Ratification of Prior Issue of Shares – 5,000,000 Shares ✓ ✓ ✓ 12 Ratification of Prior Issue of Shares – 38,000,000 Shares ✓ ✓ ✓ 13 Ratification of Prior Issue of Shares - 5,000,000 Shares ✓ ✓ ✓ 14 Ratification of Prior Issue of Shares - 10,000,000 Shares ✓ ✓ ✓ 15 Ratification of Prior Issue of Shares - 5,000,000 Shares ✓ ✓ ✓ 16 Ratification of Prior Issue of Shares - 5,000,000 Shares ✓ ✓ ✓ 17 Ratification of Prior Issue of Shares - 5,000,000 Shares ✓ ✓ ✓ 18 Ratification of Prior Issue of Shares - 5,000,000 Shares ✓ ✓ ✓ 19 Ratification of Prior Issue of Shares - 15,000,000 Shares ✓ ✓ ✓ 20 Ratification of Prior Issue of Shares - 5,000,000 Shares

 * 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) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director This form should be signed by the shareholder. If a joint holding, all the shareholder 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

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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.

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.

CORPORATE REPRESENTATIVES

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 Chairman, 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.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

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

Joint Holding:

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.

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 04 September 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