CLASSIC MINERALS LTD — Proxy Solicitation & Information Statement 2019

Jul 18, 2019

CLASSIC MINERALS LIMITED

ABN 77 119 484 016

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

TIME : 11.00am WST DATE: 21 August 2019 PLACE: Sugar Room, Ibis Hotel Perth, 334 Murray St, 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)	4
Explanatory Statement (explaining the proposed resolutions)	6
Glossary	8
Proxy Form	9

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders of Classic Minerals Limited which this Notice of Meeting relates to will be held at 11.00am WST on Wednesday 21 August 2019 at:

Sugar Room, Ibis Hotel 334 Murray St 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 19 August 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:

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NOTICE OF GENERAL MEETING

• 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 Ibis Hotel Perth, Sugar Room, 334 Murray St at 11.00am WST on 21 August 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 13 August 2019.

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

AGENDA

Ordinary Resolution 1 – Approval of shares to Director – John Hugh Lester

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the shareholders approve the issue of 50,000,000 Shares to John Hugh Lester – Director in lieu of unpaid Directors Fees;

As per 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 John Hugh Lester and any associate of John Hugh Lester.

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 – Approval of shares to Director – Lu Ning Yi

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the shareholders approve the issue of 50,000,000 Shares to Lu Ning Yi – Director in lieu of unpaid Directors Fees;

As per 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 Lu Ning Yi and any associate of Lu Ning Yi.

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 3 – Approval of shares to Director – Fredrick Salkanovic

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

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NOTICE OF GENERAL MEETING

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the shareholders approve the issue of 50,000,000 Shares to Fredrick Salkanovic – Director in lieu of unpaid Directors Fees;

As per 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 Fredrick Salkanovic and any associate of Fredrick Salkanovic.

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.

DATED: 18 July 2019

BY ORDER OF THE BOARD

John Lester Chairman CLASSIC MINERALS LIMITED

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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 Hotel Perth, Sugar Room, 334 Murray St at 11.00am WST on 21[st] August 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 Resolution 1- Approval of Shares to be issued to Directors

• Background

During the last 12 months, the Directors have elected to defer their fees in order to encourage the exploration efforts of the Company.

• Listing Rule 10.11

Resolution 1 seeks Shareholder approval of these issues of Shares pursuant to ASX Listing Rule 10.11 and for all other purposes.

As the proposed issue relates to the issue of securities to set off a debt owed to the directors of the Company, any issue such issue requires shareholder approval, as an ordinary resolution.

• Information required by Listing Rule 10.13

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

• The Shares will be issued to Mr John Hugh Lester;

• The maximum number of securities to be issued will be 50,000,000;

• The securities will be issued within one month from the date of the meeting, if the Resolution 1 is passed at the meeting, it is anticipated that the Shares will be issued on one date;

• The person to whom the shares are being issued is a director of the Company;

• The deemed issue price will be $ 0.001 per share;

• The securities are being issued in lieu of paying directors fees;

• The Company will disregard Any votes cast by Mr John Hugh Lester and any associate of Mr John Hugh Lester;

• 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.

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

• The Director is owed, in excess of $ 50,000.00 in directors dues as approved by the board;

• The Director has foregone the fees to enable the Company to continue its aggressive exploration programs;

• The Director did not participate in the recent Share Purchase Plan to permit greater participation by its shareholders, as the amount of funds able to be raised was limited to a maximum of $ 900,000.00;

• The Shares to be 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.

Voting Exclusion Statement

A voting exclusion statement is included in the Notice in respect of Resolution 1.

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2. Ordinary Resolution 2- Approval of Shares to be issued to Directors

• Background

During the last 12 months, the Directors have elected to defer their fees in order to encourage the exploration efforts of the Company.

• Listing Rule 10.11

Resolutions 2 seeks Shareholder approval of these issues of Shares pursuant to ASX Listing Rule 10.11 and for all other purposes.

As the proposed issue relates to the issue of securities to set off a debt owed to the directors of the Company, any issue such issue requires shareholder approval, as an ordinary resolution.

• Information required by Listing Rule 10.13 For the purposes of Listing Rule 10.13, information regarding the issue of the Shares is provided as follows:

• The Shares will be issued to Mr Lu Ning Yi;

• The maximum number of securities to be issued will be 50,000,000;

• The securities will be issued within one month from the date of the meeting, if the Resolution 2 is passed at the meeting, it is anticipated that the Shares will be issued on one date;

• The person to whom the shares are being issued is a director of the Company;

• The deemed issue price will be $ 0.001 per share;

• The securities are being issued in lieu of paying directors fees;

• The Company will disregard Any votes cast by Mr Lu Ning Yi and any associate of Mr Lu Ning Yi;

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.

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

• The Director is owed, in excess of $ 50,000.00 in directors dues as approved by the board;

• The Director has foregone the fees to enable the Company to continue its aggressive exploration programs;

• The Director did not participate in the recent Share Purchase Plan to permit greater participation by its shareholders, as the amount of funds able to be raised was limited to a maximum of $ 900,000.00;

• The Shares to be 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.

Voting Exclusion Statement

A voting exclusion statement is included in the Notice in respect of Resolution 2.

3 . Ordinary Resolutions 3- Approval of Shares to be issued to Directors

• Background

• During the last 12 months, the Directors have elected to defer their fees in order to encourage the exploration efforts of the Company.

• Listing Rule 10.11

Resolutions 1 seeks Shareholder approval of these issues of Shares pursuant to ASX Listing Rule 10.11 and for all other purposes.

As the proposed issue relates to the issue of securities to set off a debt owed to the directors of the Company, any issue such issue requires shareholder approval, as an ordinary resolution.

• Information required by Listing Rule 10.13

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

• The Shares will be issued to Mr Fredrick Salkanovic;

• The maximum number of securities to be issued will be 50,000,000;

• The securities will be issued within one month from the date of the meeting, if the Resolution 3 is passed at the meeting, it is anticipated that the Shares will be issued on one date;

• The person to whom the shares are being issued is a director of the Company;

• The deemed issue price will be $ 0.001 per share;

• The securities are being issued in lieu of paying directors fees;

• The Company will disregard Any votes cast by Mr Fredrick Salkanovic and any associate of Mr Fredrick Salkanovic;

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.

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

• The Director is owed, in excess of $ 50,000.00 in directors dues as approved by the board;

• The Director has foregone the fees to enable the Company to continue its aggressive exploration programs;

• The Director did not participate in the recent Share Purchase Plan to permit greater participation by its shareholders, as the amount of funds able to be raised was limited to a maximum of $ 900,000.00;

• The Shares to be 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.

Voting Exclusion Statement

A voting exclusion statement is included in the Notice in respect of Resolutions 3.

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 21 August 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 OR meeting 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 Sugar Room, Ibis Hotel Perth, 334 Murray Street, PERTH WA 6000 on 21 August 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

Resolutions

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For Against Abstain
1 Approval of shares to Director – John Hugh Lester
2 Approval of shares to Director – Lu Ning Yi
3 Approval of shares to Director – Fredrick Salkanovic
 * If you mark the Abstain box for a particular Resolution, 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
Please tick here to agree to receive communications sent by the company via email. This may include meeting notifications, dividend
remittance, and selected announcements.
STEP 2
STEP 3
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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 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.

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 resolution 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 resolution 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 resolution, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on a resolution, your vote on that resolution 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 a resolution (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that resolution), the Chair may vote as he sees fit on that resolution.

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 19 August 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