CLASSIC MINERALS LTD — Proxy Solicitation & Information Statement 2020

Jun 21, 2020

CLASSIC MINERALS LIMITED ACN 119 484 016

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

TIME : 11.00am WST

DATE:	Thursday, 23 July 2020
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

Notice of General Meeting (setting out the proposed Resolutions)	5
Explanatory Statement (explaining the proposed Resolutions)	8
Glossary	12
Schedule 1	12
Proxy Form

TIME AND PLACE OF MEETING

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 Thursday, 23 July 2020 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) 6370 4203, or

• (c) send the proxy form by post to Advanced Share Registry Limited, PO Box 1156, Nedlands, Western Australia, 6909,

so that it is received not later than 11.00am WST on 21 July 2020.

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

Page | 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,

then 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.

Voting exclusion statements

The Corporations Act and the Listing Rules require that certain persons must not vote, and the Company will disregard any votes cast in favour by or on behalf of certain persons and their associates, on the Resolutions to be considered at the meeting.

However, the Company need not disregard a vote if it is cast in favour of a resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance

Page | 3

with directions given to the proxy or attorney to vote on the Resolution in that way;

• (b) the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

The Company will disregard any votes cast in favour on a Resolution as set out in the table below:

Resolution	Nature of resolution	Persons excluded from voting
1	Ratification of issue of Shares	Gary Robert Gardor any associate ofGary Robert Gard
2	Ratification of issue of Shares	Silverback HoldingsPty Ltd or any associate ofSilverback HoldingsPty Ltd
3	Ratification of issue of Shares	ViennaHoldings Pty Ltd or any associate ofViennaHoldings Pty Ltd
4	Ratification of issue of Shares	Foskin Pty Ltd or any associate of Foskin Pty Ltd
5	Ratification of issue of Shares	Jonathan William Doutch, or any associate ofJonathan William Doutch.
6	Ratification of issue of Shares	Whead Pty Ltdor any associate ofWhead Pty Ltd.
7	Ratification of issue of Shares	Greywood Holdings Pty Ltdor any associate ofGreywood Holdings Pty Ltd.
8	Ratification of issue of Shares	James Passarisor any associate ofJames Passaris.
9	Ratification of issue of Shares	Namija Pty Ltd or any associate of Namija Pty Ltd
10	Ratification of issue of Shares	Rotherwood EnterprisesPty Ltdor any associate of Rotherwood EnterprisesPty Ltd.
11	Ratification of issue of Shares	Beirne TradingPty Ltdor any associate of Beirne TradingPty Ltd.
12	Ratification of issue of Shares	Klip Pty Ltdor any associate ofKlip Pty Ltd.
13	Ratification of issue of Shares	S3 ConsortiumPty Ltdor any associate of S3 ConsortiumPty Ltd.
14	Ratification of issue of Shares	Gurindji Pty Ltdor any associate ofGurindji Pty Ltd.
15	Ratification of issue of Shares	Horseshoe ManagementPty Ltdor any associate of Horseshoe ManagementPty Ltd.
16	Ratification of issue of Shares	Whead Pty Ltdor any associate ofWhead Pty Ltd.
17	Ratification of issue of Shares	Klip Pty Ltdor any associate ofKlip Pty Ltd.
18	Ratification of issue of Options	Gary Robert Gardor any associate ofGary Robert Gard
19	Ratification of issue of Options	Silverback HoldingsPty Ltd or any associate ofSilverback HoldingsPty Ltd
20	Ratification of issue of Options	ViennaHoldings Pty Ltd or any associate ofViennaHoldings Pty Ltd

Page | 4

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 Thursday, 23 July 2020.

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 21 June 2020.

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 Gary Robert Gard

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

“That the issue of 10,000,000 Shares to Gary Robert Gard is approved under and for the purposes of Listing Rule 7.4.”

Ordinary Resolution 2 – Ratification of Prior Issue of Shares to Silverback Holdings Pty Ltd:

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

“That the issue of 60,000,000 Shares to Silverback Holdings Pty Ltd is approved under and for the purposes of Listing Rule 7.4.”

Ordinary Resolution 3 – Ratification of Prior Issue of Shares to Vienna Holdings Pty Ltd

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

“That the issue of 50,000000 Shares to Vienna Holdings Pty Ltd is approved under and for the purposes of Listing Rule 7.4.”

Ordinary Resolution 4 – Ratification of Prior Issue of Shares to Foskin Pty Ltd

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

“That the issue of 16,704,233 Shares to Foskin Pty Ltd is approved under and for the purposes of Listing Rule 7.4.”

Ordinary Resolution 5 – Ratification of Prior Issue of Shares to Jonathan William Doutch

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

“That the issue of 25,000,000 Shares to Jonathan William Doutch is approved under and for the purposes of Listing Rule 7.4.”

Ordinary Resolution 6 – Ratification of Prior Issue of Shares to Whead Pty Ltd

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

“That the issue of 349,887,321 Shares to Whead Pty Ltd is approved under and for the purposes of Listing Rule 7.4.”

Page | 5

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

Ordinary Resolution 7 – Ratification of Prior Issue of Shares to Greywood Holdings Pty Ltd

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

“That the issue of 12,000,000 Shares to Greywood Holdings Pty Ltd is approved under and for the purposes of Listing Rule 7.4.”

Ordinary Resolution 8 – Ratification of Prior Issue of Shares to James Passaris

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

“That the issue of 13,645,000 Shares to James Passaris is approved under and for the purposes of Listing Rule 7.4.”

Ordinary Resolution 9 – Ratification of Prior Issue of Shares to Namija Pty Ltd

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

“That the issue of 10,355,000 Shares to Namija Pty Ltd is approved under and for the purposes of Listing Rule 7.4.”

Ordinary Resolution 10 – Ratification of Prior Issue of Shares to Rotherwood Enterprises Pty Ltd

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

“That the issue of 50,000,000 Shares to Rotherwood Enterprises Pty Ltd is approved under and for the purposes of Listing Rule 7.4.”

Ordinary Resolution 11 – Ratification of Prior Issue of Shares to Beirne Trading Pty Ltd

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

“That the issue of 75,000,000 Shares to Beirne Trading Pty Ltd is approved under and for the purposes of Listing Rule 7.4.”

Ordinary Resolution 12 – Ratification of Prior Issue of Shares to Klip Pty Ltd

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

“That the issue of 200,000,000 Shares to Klip Pty Ltd is approved under and for the purposes of Listing Rule 7.4.”

Ordinary Resolution 13 – Ratification of Prior Issue of Shares to S3 Consortium Pty Ltd

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

“That the issue of 44,000,000 Shares to S3 Consortium Pty Ltd is approved under and for the purposes of Listing Rule 7.4.”

Ordinary Resolution 14 – Ratification of Prior Issue of Shares to Gurindji Pty Ltd

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

“That the issue of 60,000,000 Shares to Gurindji Pty Ltd is approved under and for the purposes of Listing Rule 7.4.”

Ordinary Resolution 15 – Ratification of Prior Issue of Shares to Horseshoe Management Pty Ltd

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

“That the issue of 50,000,000 Shares to Horseshoe Management Pty Ltd is approved under and for the purposes of Listing Rule 7.4.”

Page | 6

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

Ordinary Resolution 16 – Ratification of Prior Issue of Shares to Whead Pty Ltd

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

“That the issue of 100,000,000 Shares to Whead Pty Ltd is approved under and for the purposes of Listing Rule 7.4.”

Ordinary Resolution 17 – Ratification of Prior Issue of Shares to Klip Pty Ltd

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

“That the issue of 45,000,000 Shares to Klip Pty Ltd is approved under and for the purposes of Listing Rule 7.4.”

Ordinary Resolution 18 – Approval of Issue of Options to Gary Robert Gard

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

“That the issue of 5,000,000 Options to Gary Robert Gard is approved under and for the purposes of Listing Rule 7.4.”

Ordinary Resolution 19 – Approval of Issue of Options to Silverback Holdings Pty Ltd

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

“That the issue of 25,000,000 Options to Silverback Holdings Pty Ltd is approved under and for the purposes of Listing Rule 7.4.”

Ordinary Resolution 20 – Approval of Issue of Options to Vienna Holdings Pty Ltd

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

“That the issue of 25,000,000 Options to Vienna Holdings Pty Ltd is approved under and for the purposes of Listing Rule 7.4.”

DATED: 19 June 2020 BY ORDER OF THE BOARD

John Lester Chairman CLASSIC MINERALS LIMITED

Page | 7

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting of Classic Minerals Limited to be held at the Ibis Perth, Sugar Room, 334 Murray Street at 11.00am WST on Thursday, 23[rd] July 2020.

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 to 20 - Ratification of Prior Issues of Securities

1.1 Background

The Company issued 1,226,591,554 Securities without disclosure to investors and/or creditors under the exceptions provided in section 708 of the Corporations Act. The investors and/or creditors are not related parties of the Company. The Company had sufficient placement capacity under Listing Rule 7.1 for all the issues of Securities.

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 20% of the issued capital of the Company.

1.3 Listing Rule 7.4

Resolutions 1 to 20 seek Shareholder ratification of issues of Securities pursuant to Listing Rule 7.4.

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. The issues of Shares to investors and creditors referred to above do not fit within any of these exceptions and, as those issues have not yet been approved by shareholders, they effectively use up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further Equity Securities without shareholder approval under Listing Rule 7.1 for the 12-month period following the dates of the issues of Shares.

Listing rule 7.4 allows the shareholders of a listed company to approve an issue of Equity Securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further Equity Securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without having to obtain shareholder approval for such issues under Listing Rule 7.1. To this end, Resolutions 1 to 20 seek shareholder approval for the issues of Equity Securities to investors and creditors under and for the purposes of Listing Rule 7.4.

If each of Resolutions 1 to 20 is passed, the issues of Securities to investors and creditors will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without shareholder approval over the 12-month period following the issues of Securities to investors and creditors.

If any of Resolutions 1 to 20 is not passed, the Securities issued in respect of that Resolution will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without shareholder approval over the 12-month period following the date of that issue of Securities.

The dilutionary effect (in the case of Resolutions that are passed) and the reduction in 15% capacity (in the case of Resolutions not passed) of each Resolution is set out in the table at section 1.4 below.

Relevant information for the purposes of the Listing Rules is provided at section 1.4 below.

_________________________ Page | 8

EXPLANATORY STATEMENT

1.4 Technical information required by Listing Rule 7.5 for the ratification of issues of Securities

Resolution	Allottee	No. and class of	Dilutionary	Issue	Value	Date Issued	Purpose of Issue
		securities	effect	Price
1	Gary Robert Gard	10,000,000 Shares	0.11%	$ 0.001	$10,000	18-06-2020	Capital Raising. Funds applied for working capital at Forrestania gold project and Kat Gap.
2	Silverback Holdings Pty Ltd	60,000,000 Shares	0.64%	$ 0.001	$60,000	18-06-2020	Capital Raising. Funds applied for working capital at Forrestania gold project and Kat Gap.
3	Vienna Holdings Pty Ltd	50,000,000 Shares	0.54%	$ 0.001	$50,000	18-06-2020	Capital Raising. Funds applied for working capital at Forrestania gold project and Kat Gap.
4	Foskin Pty Ltd	16,704,233 Shares	0.18%	$ 0.001	$16,704.23	18-06-2020	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 done for Kat Gap.
5	Jonathan William Doutch	25,000,000 Shares	0.27%	$ 0.001	$25,000	18-06-2020	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 back hoe and loader work done for Kat Gap Gold project.
6	Whead Pty Ltd	349,887,321 Shares	3.74%	$ 0.001	$349,887	18-06-2020	Loan and Interest Repayment. The lender elected to convert outstanding loan and interest amount to shares.
7	Greywood Holdings Pty Ltd	12,000,000 Shares	0.13%	$ 0.001	$12,000	18-06-2020	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 done for Kat Gap.
8	James Passaris	13,645,000 Shares	0.14%	$ 0.001	$13,645	18-06-2020	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 done for Kat Gap.

---

Page | 9

EXPLANATORY STATEMENT

Resolution	Allottee	No. and class of	Dilutionary	Issue	Value	Date Issued	Purpose of Issue
		securities	effect	Price
9	Namija Pty Ltd	10,355,000 Shares	0.11%	$ 0.001	$10,355	18-06-2020	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 done for Kat Gap.
10	Rotherwood Enterprises Pty Ltd	50,000,000 Shares	0.54%	$ 0.001	$50,000	18-06-2020	Capital Raising. Funds applied for working capital at Forrestania gold project and Kat Gap.
11	Beirne Trading Pty Ltd	75,000,000 Shares	0.80%	$ 0.001	$75,000	18-06-2020	Capital Raising. Funds applied for working capital at Forrestania gold project and Kat Gap.
12	Klip Pty Ltd	200,000,000 Shares	2.14%	$ 0.001	$200,000	18-06-2020	Capital Raising. Funds applied for working capital at Forrestania gold project and Kat Gap.
13	S3 Consortium Pty Ltd	44,000,000 Shares	0.47%	$ 0.001	$44,000	18-06-2020	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 investor relations services.
14	Gurindji Pty Ltd	60,000,000 Shares	0.64%	$ 0.001	$60,000	18-06-2020	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 done for Kat Gap.
15	Horseshoe Management Pty Ltd	50,000,000 Shares	0.54%	$ 0.001	$50,000	18-06-2020	Capital Raising. Funds applied for working capital at Forrestania gold project and Kat Gap.
16	Whead Pty Ltd	100,000,000 Shares	1.07%	$ 0.001	$100,000	18-06-2020	Capital Raising. Funds applied for working capital at Forrestania gold project and Kat Gap.
17	Klip Pty Ltd	45,000,000 Shares	0.48%	$ 0.001	$ 45,000	18-06-2020	Capital Raising. Funds applied for working capital at Forrestania gold project and Kat Gap.
18	Gary Robert Gard	5,000,000 Options	0.05%	$ 0.00	$0	18-06-2020	Options issued for NIL consideration in accordance of capital raising terms.

---

Page | 10

EXPLANATORY STATEMENT

Resolution	Allottee	No. and class of	Dilutionary	Issue	Value	Date Issued	Purpose of Issue
		securities	effect	Price
19	Silverback Holdings Pty Ltd	25,000,000 Options	0.27%	$ 0.00	$0	18-06-2020	Options issued for NIL consideration in accordance of capital raising terms.
20	Vienna Holdings Pty Ltd	25,000,000 Options	0.27%	$ 0.0001	$2,500	18-06-2020	Capital raised $ 2,500. Options issued for consideration of $ 2,500 in accordance of capital raising terms.

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.

The Options issued were issued on the terms set out in Schedule 1.

The funds raised in the capital raisings the subject of Resolutions 1, 2, 3, 10, 11, 12, 15, 16, 17 and 20 will be used for general working capital purposes and, in particular, exploration activities at the Company’s Kat Gap project.

1.5 Voting Exclusion Statement

A voting exclusion statement is included in the Notice in respect of each of Resolutions 1 to 20.

---

Page | 11

ASX means ASX Limited (ACN 008 624 691).

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 (ACN 119 484 016). Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company. Equity Securities has the meaning given to that term in Chapter 19 of the Listing Rules. Explanatory Statement means the explanatory statement accompanying this Notice. General Meeting or Meeting means the general meeting of the Company to be held on 23 July 2020.

Listing Rules means the listing rules of 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.

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

Option means an option to subscribe for a Share.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution contained in the Notice. Securities has the meaning given to that term in Chapter 19 of the Listing Rules. 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

SCHEDULE 1

Terms & conditions of Options

1. Each Option entitles the holder to acquire one Share.

2. 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 Option exercised ( Exercise Notice ). The Options will lapse at 5.00pm (WST) on 1 March 2022.

3. 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.

4. 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.

5. 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. Shares allotted pursuant to the exercise of an Option will rank equally with the then issued ordinary shares of the Company in all respects.

6. Application will not be made to ASX for quotation of the Options. If the Company is listed on ASX it will, pursuant to the exercise of an Option, apply to ASX for quotation of the Shares issued as a result of the exercise, in accordance with the Corporations Act and the Listing Rules.

7. 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.

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

9. 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.

---

Page | 12