NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

For the Annual General Meeting to be held at 10.00am (AEDT) on Thursday 26th November 2015 at Spinnaker B Room Adina Apartment Hotel (Harbourside) 55 Shelley Street Sydney NSW Australia.

As this is an important document, please read it carefully.

For those members who have elected to receive a printed copy of the Annual Report, the 2015 Annual Report accompanies this Notice of Annual General Meeting. The 2015 Annual Report is also available on the Company's website

www.clancyexploration.com

If you are unable to attend the Annual General Meeting, please complete the proxy form enclosed and return it in accordance with the instructions set out on that form.

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

The Annual General Meeting of the Shareholders of Clancy Exploration Limited ("Clancy" or the "Company") will be held at:

Spinnaker B Room Adina Apartment Hotel (Harbourside) 55 Shelley Street Sydney NSW Australia

Commencing at 10.00am (AEDT) on Thursday 26 November 2015

How to Vote

You may vote by attending the meeting in person, by proxy or corporate representative.

Voting in Person

To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 10.00am.

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of Annual General Meeting as soon as possible and either:

send the proxy by facsimile to the Company on facsimile number (02) 6361 1202 (International: + 61 2 6361 1202); or
deliver or mail the proxy to 3 Corporation Place, Orange, NSW, 2800, Australia;

so it is received not later than 10.00am (AEDT) on 24 November 2015.

Your proxy form is enclosed.

Corporate Representative

Any corporate Shareholder who has appointed a person to act as its corporate representative at the meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company's representative. The authority may be sent to the Company and/or registry in advance of the meeting or handed in at the meeting when registering as a corporate representative.

NOTES:

1. A shareholder of the Company who is entitled to attend and vote at a general meeting of shareholders is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.
1. Where a voting exclusion applies, the Company need not disregard a vote if it is cast by an excluded person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides 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.
1. For the purposes of the Corporations Act, the Directors have set a snapshot time and date to determine the identity of those entitled to attend and vote at the Annual General Meeting. The snapshot time and date is 5.00pm (AEDT) on 24th November 2015.

CLANCY EXPLORATION LIMITED

ACN 105 578 756

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of shareholders of Clancy Exploration Limited ("Clancy" or the "Company") will be held at Spinnaker B Room, Adina Apartment Hotel (Harbourside), 55 Shelley Street, Sydney NSW Australia at 10.00am (AEDT) on Thursday 26th November 2015.

AGENDA

BUSINESS

The Explanatory Statement which accompanies and forms part of this Notice describes the matters to be considered as ordinary business and special business. Certain abbreviations and other defined terms are used throughout this Notice. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations used are set out in the Glossary contained in the Explanatory Statement.

ORDINARY BUSINESS

Annual Accounts

To receive and consider the financial report of the Company and the consolidated financial report of the consolidated entity for the year ended 30 June 2015 and the reports by the Directors and Independent Auditor.

Resolution 1: Re-election of a Director (By Rotation)

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

"That for all purposes, Dr. Michael Etheridge, who retires by rotation in accordance with the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company."

Short Explanation: Clause 11.3 of the Constitution requires that at the Annual General Meeting, one-third of the Directors or if the number of Directors is not a multiple of three that number which is nearest to one-third for the time being shall retire from office. A retiring Director is eligible for re-election.

Resolution 2: Remuneration Report

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

"That for all purposes, the section of the report of the Directors for the financial year ending 30 June 2015 dealing with the remuneration of the Company's Directors and Senior Executives be adopted."

Although this resolution is advisory only, it shall be determined as if it were an ordinary resolution.
This resolution does not bind the Directors or the Company.
Over 25% of votes were cast against the equivalent resolution at the 2014 Annual General Meeting; resulting in a "first strike" against the Remuneration Report.
If 25% or more of votes are cast against the adoption of the Remuneration Report at this Annual General Meetings, Shareholders will be required to vote on a resolution ("spill resolution") that a further meeting be held within 90 days, at which all of the Directors (other than the Managing Director) must stand for re-election.

The Chairman intends to vote all available proxies in favour of this resolution. If you appoint the Chairman of the meeting as your proxy and you wish to vote "against" or "abstain" you should mark the relevant box in the attached proxy form.

Resolution 3: Contingent Spill Resolution

If at least 25% of the votes cast on Resolution 2 are against that resolution, to consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That:

(a) an extraordinary general meeting of the Company ("Spill Meeting") be held within 90 days after the passing of this resolution;
(b) all Directors who:
- (i) were Directors when the resolution by the Directors to approve the Directors' report considered at this Meeting was passed; and
- (ii) are not the Managing Director, cease to hold office immediately before the end of the Spill Meeting; and
(c) resolutions to appoint persons to offices that will be vacated before the end of the Spill Meeting be put to the vote at the Spill Meeting."

Notes:

The Chairman will vote all available proxies against this resolution. If you appoint the Chairman of the meeting as your proxy and you wish to vote "in favour of" or "abstain" you should mark the relevant box in the attached proxy form.

Further information in relation to this resolution may be found in the accompanying Explanatory Memorandum.

Resolution 4: Ratification of Prior Issue

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 50,000,000 Shares on the terms and conditions set out in the Explanatory Statement."

Short Explanation: Listing rule 7.4 permits Shareholders to ratify a previous issue of shares, so as to refresh the Company's capacity under Listing Rule 7.1 to raise funds by issuing up to 15% of its issued capital during a 12 month period.

On 5 June 2015, the Company issued 50,000,000 Shares for cash consideration to Macquarie Holdings No.2 Pty Limited.

Resolution 4 seeks Shareholder approval of that issue under ASX Listing Rule 7.4 for the issue of those Shares – if approved, those Shares will not be counted towards the calculation of the 15% limit.

The Chairman intends to vote all available proxies in favour of this resolution. If you appoint the Chairman of the meeting as your proxy and wish to vote "against" or "abstain" you should mark the relevant box in the attached proxy form.

Resolution 5: Additional Placement Capacity

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

"That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement."

Short Explanation: Listing rule 7.1A permits eligible entities which have obtained security holder approval at an annual general meeting by special resolution to issue an additional 10% of the entity's issued ordinary securities. The formula is set out in listing rule 7.1A. The ability to issue securities under listing rule 7.1A is in addition to each listed entity's ability to issue securities under listing rule 7.1. For those securities that are issued under listing rule 7.1A, a maximum discount and additional disclosure requirements apply.

The Chairman intends to vote all available proxies in favour of this resolution. If you wish to vote "against" or "abstain" you should mark the relevant box in the attached proxy form.

Key Management Personnel

The Company's Key Management Personnel are set out in the Remuneration Report. Generally speaking they are people having authority and responsibility for planning, controlling and directing the Company's activities in a direct or indirect manner. Key Management Personnel includes the Directors, and senior executives of the Company. A closely related party of a Key Management Personnel generally speaking means a spouse, child, or dependent of the Key Management Personnel, or a child or dependent of the spouse of the Key Management Personnel. It includes anyone else who is a member of Key Management Personnel's family who would influence or may be expected to influence the Key Management Personnel in relation to his or her dealings with the Company and any company that is controlled by the Key Management Personnel. Key Management Personnel and their closely related parties will commit an offence under the Corporations Act if they vote in relation to Resolution 2 or (if relevant) Resolution 3 in breach of the voting restrictions.

Voting Exclusions

Resolution 2 and, if put to Shareholders, Resolution 3: the Company will disregard any votes cast on Resolution 2 (Remuneration Report) and, if put to Shareholders, Resolution 3 (Contingent Spill Resolution):
- by or on behalf of a member of the Key Management Personnel and any of their closely related parties; and
- as a proxy by a member of the Key Management Personnel, or any of their closely related parties;
Resolution 4: The Company will disregard any votes cast on Resolution 4 by a person who participated in the issue and any associates of those persons;
Resolution 5: The Company will disregard any votes cast on Resolution 5 by a person who may participate in the issue of Equity Securities under this resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if this resolution is passed (and any associates of such a person). At the date of this Notice, the Company has not approached any particular existing Shareholder or an identifiable class of existing Shareholders to participate in an issue of equity securities. No existing Shareholder's votes will therefore by excluded under the voting exclusion in this Notice;

However, the Company need not disregard a vote on a resolution if it is cast as a proxy for a person who is entitled to vote on that resolution:

in accordance with their directions of how to vote on the proxy form; or
by the Chairman of the Meeting under the authorisation on the proxy form.

DATED THIS 22nd DAY OF OCTOBER 2015

BY ORDER OF THE BOARD

Mr. Rowan Caren Company Secretary

EXPLANATORY STATEMENT

This Explanatory Statement and all attachments are important documents. They should be read carefully.

If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice, please contact the Company, your stockbroker or other professional adviser.

Certain abbreviations and other defined terms are used throughout this Explanatory Statement. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations used are set out in the Glossary contained in this Explanatory Statement.

This Explanatory Statement has been prepared for the shareholders of Clancy in connection with the Annual General Meeting of the Company to be held on Thursday 26th November 2015.

1. ANNUAL ACCOUNTS

The Annual Financial Report, Directors' Report and Auditor's Report for the Company for the year ending 30 June 2015 will be tabled before the meeting. There is no requirement for Shareholders to approve these reports. However, the Chairman will allow a reasonable opportunity for Shareholders to ask questions or make comments about those reports and the management of the Company. Shareholders will also be given a reasonable opportunity to ask the Auditor questions about the conduct of the statutory audit and the preparation and content of the Auditor's report.

Shareholders should note that the Auditor will attend the Meeting by telephone from the Auditor's Sydney offices. All necessary arrangements will be made to ensure that questions and answers are fully and clearly communicated to the Shareholders attending the Meeting and the Auditor attending by telephone.

2. RESOLUTION 1 – RE-ELECTION OF A DIRECTOR (BY ROTATION)

2.1 Background

Resolution 1 seeks approval for the re-election of Dr. Michael Etheridge as a Director.

Listing Rule 14.4 and Clause 11.3 of the Constitution require that at an Annual General Meeting of the Company one third of the Directors or if the number of directors is not a multiple of three that number which is nearest one-third (except the Managing Director) for the time being shall retire from office. A retiring Director is eligible for re-election.

Dr Etheridge retires by rotation in accordance with this requirement, is eligible for re-election and puts himself forward for reelection at this Annual General Meeting.

Dr. Etheridge was appointed as a Director of the Company on 11 March 2011 and has been the Company's Non Executive Chairman since 25 July 2011. Dr. Etheridge's relationship with the Company stretches back to 2004 when he was founding nonexecutive chairman of Geoinformatics Exploration Inc (TSX-V), from which Clancy Exploration Ltd was spun out in 2007. He is currently a member of the Company's Audit and Risk Committee.

Dr Etheridge is a geologist who has had a varied career in universities, a government research organisation and in the resources and related research and development industries. He is currently non-executive chairman of ABM Resources Ltd (ASX: ABU) (appointed November 2009). He was previously a Director of Ballarat Gold Fields NL prior to its takeover by Lihir Gold Ltd in March 2007 and of Lihir Gold Ltd (from March 2007 to September 2010), prior to its merger with Newcrest Mining Limited. He was also a director of Consolidated Minerals Ltd prior to its takeover by Palmary Plc and Ariana Resources Plc . In 1989, Dr. Etheridge moved from public sector research to industry and co-founded the geoscience consultancy business Etheridge Henley Williams (EHW). EHW grew to over 30 staff on three continents before it merged with the SRK Consulting group to become SRK's Australasian business in 1997.

2.2 Directors' Recommendation

All the Directors (excluding Dr. Etheridge) recommend that Shareholders vote in favour of Resolution 1.

The Chairman intends to vote all available proxies in favour of this resolution. If you wish to vote "against" or "abstain" you should mark the relevant box in the attached proxy form.

3. RESOLUTION 2 – REMUNERATION REPORT

In accordance with the Corporations Act, a resolution to adopt the Director's Remuneration Report must be put to Shareholders. The Remuneration Report which details the Company's policy on the remuneration of non-executive Directors, executive Directors and senior executives is set out on pages 16-22 of the Company's 2015 Annual Report. The Annual Report is available on the Clancy website at www.clancyexploration.com.

Voting on this resolution is advisory only and does not bind the Company or the Directors.

A "two strikes" process will apply to the results of voting in relation to Resolution 2. Shareholders registered a "first strike" by casting a "no" vote of over 25% of votes cast by those attending in person or by proxy and permitted to vote, at the 2014 annual general meeting.

This means that if Resolution 2 receives a "no" vote of over 25% of votes cast, an extra resolution must be put to the meeting proposing that another general meeting should be held within 90 days of the 2015 annual general meeting, a "spill meeting". At the spill meeting all the Directors, except the Managing Director and any new Directors appointed since the date of the 2015 annual general meeting, will be required to resign and offer themselves for re-election. These provisions are colloquially referred to as the "two strikes rule" and the "spill resolution" to be put to the spill meeting.

If at the spill meeting, the resolutions are all passed against re-electing the relevant Directors, the legislation includes a mechanism to ensure the Board continues with the statutory required minimum of 3 Directors. After the Managing Director, the remaining two positions will be filled by the Directors whose re-election resolutions at the spill meeting received the highest percentage of votes in favour of re-election. If the number of votes is the same for two Directors, the Managing Director and any other Director whose re-election has been confirmed at this spill meeting, can choose who is to become the third Director, with such appointment to be confirmed by Shareholders at the 2016 annual general meeting.

A simple majority of over 50% of the votes cast at the 2015 annual general meeting is required to pass this extra resolution.

In response to the first strike and other corporate matters, the Board notes the following events and actions taken;

In October 2014, Dr James Macdonald, a non executive Director resigned. This saved the Company $36,000 pa;
In November 2014, Ms Natalie Forsyth-Stock, an executive Director and the Company's Chief Financial Officer resigned. No replacement executive Director was appointed after the resignation of Ms Forsyth Stock. Ms Forsyth-Stock's remuneration for the twelve months ended 30 June 2014 was $67,155. Ms Forsyth-Stock's remuneration for the twelve months ended 30 June 2015 was $47,376. This represented a saving of $19,779 over the previous year. It should be noted however that a consultant Chief Financial Officer has been retained at the cost for the six months to 30 June 2015 of $38,850. This remuneration is not included in the Remuneration Report as the CFO is not considered to be a Key Management Personnel;
At the Annual General Meeting in November 2014, Shareholders voted in favour of the appointment of two additional non-executive Directors. This included 58,333,528 (or 98.9%) of the 58,978,278 votes lodged against the Remuneration Report;
These additional non-executive Directors were appointed to the Board and are each paid a directors fee of $36,000pa; and
In summary, the Company has maintained the number of Directors at four, but has increased the number of non executive Directors by one (to three) and reduced the number of executive Directors by one (to one). On an annualized basis comparing total remuneration paid to Key Management Personnel for the year ended 30 June 2015 to the total remuneration paid to Key Management Personnel for the year ended 30 June 2014, there has been a saving of $60,412 (12%).

The Company has rationalised overhead costs wherever possible and the Board has been restructured result in a reduction of management remuneration. The Board unanimously recommends that Shareholders vote in favour of this Resolution 2.

The Chairman intends to vote all available proxies in favour of this resolution. If you appoint the Chairman of your meeting as your proxy and you wish to vote "against" or "abstain" you should mark the relevant box in the attached proxy form.

4. RESOLUTION 3: CONTINGENT SPILL RESOLUTION

As discussed above, the Company is on its "first strike" under the "two strikes test".

If at least 25% of the votes cast on Resolution 2 are against that resolution, it will be the Company's "second strike", and this Resolution 3 will be put to Shareholders.

If less than 25% of the votes cast on Resolution 2 are against that resolution, then there will be no "second strike", and this Resolution 3 will not be put to Shareholders.

If put to the Meeting, this Resolution 3 will be considered as an ordinary resolution.

If this Resolution 3 is passed, then:

(a) an extraordinary general meeting of the Company ("spill meeting") will be held within 90 days after the passing of this Resolution 3;
(b) all Directors who were Directors when the resolution by the Directors to approve the Directors' report considered at this Meeting was passed, other than the Managing Director, will cease to hold office immediately before the end of the Spill Meeting; and
(c) resolutions to appoint persons to offices that will be vacated before the end of the spill meeting will be put to the vote at the spill meeting.

A Director who ceases to hold office at the spill meeting is eligible to seek re-election as a Director at the spill meeting.

If put to the Meeting, the Chairman of the meeting intends to vote all available proxies against Resolution 3. If you appoint the Chairman of the meeting as your proxy and you wish to vote "in favour of" or "abstain" you should mark the relevant box in the attached proxy form.

5. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE

5.1 General

On 5 June 2015, the Company issued 50,000,000 Shares for cash consideration to Macquarie Holdings No.2 Pty Limited.

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid 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 a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (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 purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

5.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 3:

50,000,000 Shares were issued;
the Shares were issued for cash consideration of 1.5 cents per share;
A total of $525,000 of the proceeds was to be expended by the Company and credited to the Trundle joint venture. The remaining $225,000 was available to fund Clancy's working capital.
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 Shares were issued to Macquarie Holdings No 2 Pty Ltd, who is not a related party of the Company.

5.3 Directors' Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 4.

6. RESOLUTION 5 - ADDITIONAL PLACEMENT CAPACITY

6.1 Background

ASX Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of their issued capital through placements over a 12 month period after shareholder approval is sought by special resolution at the annual general meeting (10% Placement Capacity). The 10% Placement Capacity is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

The Company is an Eligible Entity.

The Company is now seeking Shareholder approval by way of a special resolution to give it the ability to issue Equity Securities under the 10% Placement Capacity during the 12 month period following the passing of Resolution 5.

If Shareholders approve Resolution 5, the exact number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (refer to section 6.2 below).

The effect of Resolution 5 will be to allow the Company to issue Equity Securities up to 10% of the Company's fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company's 15% annual placement capacity granted under Listing Rule 7.1.

Resolution 5 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 5 for it to be passed.

Clancy intends to use the funds to explore its existing projects in NSW, to fund the acquisition of new projects, for general working capital and for administration.

The Directors of the Company believe that Resolution 5 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

6.2 Description of Listing Rule 7.1A

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity's 15% annual placement capacity.

The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $2,562,544 based on the closing price of the Company's ordinary shares quoted on ASX on 12 October 2015, being 1.0 cents.

Any Equity Securities under the 10% Placement Capacity must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of this Notice, has on issue a single class of Equity Securities, being ordinary shares. The number of each class of equity securities is set out in the table below:

Security	Number on issue
Listed ordinary shares	256,254,392

Listing Rule 7.1A.2 provides that Eligible Entities which have obtained shareholder approval by special resolution at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A × D) - E

Where:

A is the number of Shares on issue 12 months before the date of issue or agreement:

(i) plus the number of Shares issued in the previous 12 months under an exception in Listing Rule 7.2;
(ii) plus the number of partly paid shares that became fully paid in the previous 12 months;
(iii) plus the number of shares issued in the previous 12 months with approval of holders of Shares under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid ordinary shares under the entity's 15% placement capacity without shareholder approval; and
(iv) less the number of Shares cancelled in the previous 12 months;

D is 10%; and

E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

At the date of this Notice, the Company has on issue 256,254,392 ordinary shares and, after adjusting for securities issued in the past 12 months without Shareholder approval, has the capacity to issue Nil Equity Securities under Listing Rule 7.1.

The actual number of equity securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the equity securities in accordance with the formula prescribed in Listing Rule 7.1A.2.

6.3 Specific Information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Capacity as follows:

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the VWAP of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 ASX trading days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(b) Date of Issue

Shareholder approval of the 10% Placement Capacity under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

(i) 12 months after the date of the annual general meeting at which the approval is obtained; or
(ii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

(10% Placement Period).

(c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 5 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the below table.

The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice, calculated in accordance with the formula in ASX Listing Rule 7.1A(2).

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity. The number of Shares on issue (Variable A in the formula) may increase as a result of the issues of Shares that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders meeting.

Variable 'A'in Listing Rule7.1A.2			Dilution
		50% Decreasein Issue Price	Issue Price	50% Increase inIssue Price
CurrentVariable 'A'	10%votingdilution	25,625,439	25,625,439	25,625,439
	Fundsraised	$128,127	$256,254	$384,382
50% increasein currentVariable 'A'	10%votingdilution	38,438,159	38,438,159	38,438,159
	Fundsraised	$192,191	$384,382	$576,572
100% increasein currentVariable 'A'	10%votingdilution	51,250,878	38,438,159	38,438,159
	Fundsraised	$256,254	$384,382	$576,572

The table has been prepared on the following assumptions:

(a) There are currently 256,254,392 existing Shares on issue as at the date of this Notice of Meeting;
(b) The Company issues the maximum number of equity securities available under the 10% Placement Capacity;
(c) The issue of Equity Securities under the 10% Placement Capacity consists only of Shares;
(d) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%;
(e) The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances;
(f) The table shows only the dilution effect of issuing the equity securities under Listing Rule 7.1A, not under the 15% placement capacity the Company has under Listing Rule 7.1;and
(g) The issue price is $0.01 being the closing price of the Shares on 12 October 2015 ("Reference Share Price").

Shareholders should note that there is a risk that:

(i) the market price for the Company's Shares may be significantly lower on the issue date than on the date of the annual general meeting; and
(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

The Company will only issue the Equity Securities during the 10% Placement Period. The approval under Resolution 4 for the issue of the Equity securities will cease to be valid in the event that the shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

(d) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

(i) as non-cash consideration for the acquisition of new resources assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or
(ii) as cash consideration. In such circumstances, the Company intends to allocate the funds to explore its existing projects in NSW, to fund the acquisition of new projects, for general working capital and for administration.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon the issue of any Equity Securities.

(e) Allocation policy under the 10% Placement Capacity

The Company's allocation policy for the issue of Equity Securities under the 10% Placement Capacity will be dependent on the prevailing market conditions at the time of the proposed placement(s).

The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined at the date of this Notice but may include existing Shareholders and/or new Shareholders who are not related parties of the Company.

The identity of the recipients of Equity Securities under the 10% Placement Capacity will be determined having regard to the factors including but not limited to the following:

(i) the purpose of the issue;
(ii) alternative methods of raising funds that are available to the Company at that time, including but not limited to, rights issues or other offers in which existing Shareholders can participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the circumstances of the Company, including, but not limited to, the financial situation and solvency of the Company; and
(v) advice from corporate, financial and broking advisors (if applicable).

Further if the Company is successful in acquiring new resources, assets or investments, it is possible that the recipients under the 10% Placement Capacity may include vendors of the new resources, assets or investments.

(f) Previous approval under ASX Listing Rule 7.1A

The Company previously obtained Shareholder approval under Listing Rule 7.1A on 28 November 2014. The Company issued a total of 19,061,842 Equity Securities out of a maximum limit of 20,625,439 equity securities available under this approval on 5 June 2015. The Equity Securities were issued at a price of 1.5 cents per share when the 15 day VWAP was 1.265 cents per share. The Company's remaining limit available under the approval obtained on 28 November 2014 of 1,563,397 Equity Securities will expire on 27 November 2015.

Pursuant to Listing Rule 7.3A 6(b), the Company advises that in the 12 months preceding the date of the 2015 Annual General Meeting, the Company has issued 50,000,000 Equity Securities and this represents 24% of the total diluted number of Equity Securities on issue at the commencement of that 12 month period. Details of each issue of Equity Securities by the Company during the 12 months preceding the date of the 2015 Annual General Meeting are set out in the table below:

Date of Issue	Number ofSecurities	Type ofSecurity	Recipient ofSecurity	Issue Price anddetails of anydiscount	Consideration & Use of Funds asat 30 September 2015
Issue –5/6/2015App 3B –5/6/2015	50,000,000	OrdinaryShares	MacquarieHoldings No.2 PtyLimited	Issue Price = 1.5cents per shareMarket price 2=1.4 cents pershareDiscount = Nil	Amount raised = $750,000Amount spent = $275,000Use of funds$275,000 exploration of theTrundle project.Amount remaining = $475,000 1

$250,000 of the remaining funds will be spent on exploration of the Trundle project. $225,000 will be applied to the Company's working capital. This statement as it relates to the future use of funds is a statement of current intentions as at the date of this

Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis with the exception of the amount committed to the Trundle project.

Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.

(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it must give to ASX:

(i) a list of the recipients of the Equity Securities and the number of Equity Securities issued to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and
(ii) the information required by Listing Rule 3.10.5A for release to the market.

A voting exclusion statement is included in this Notice. At the date of this Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holders to participate in an issue of equity securities under ASX Listing Rule 7.1A. No existing Shareholder's votes will therefore be excluded under the voting exclusion in this Notice.

6.4 Directors' Recommendation

All the Directors recommend that Shareholders vote in favour of Resolution 5.

7. ENQUIRIES

Shareholders are invited to contact the Company Secretary, Rowan Caren on (08) 6102 2609 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

"AEDT" means Australian Eastern Daylight Time.

"ASX" means ASX Limited;

"Board" means the board of Directors;

"Company" or "Clancy" means Clancy Exploration Limited ACN 105 578 756;

"Constitution" means the Company's Constitution;

"Corporations Act" means the Corporations Act 2001 (Cth);

"Directors" means the Directors of the Company;

"Listing Rules" means the Listing Rules of ASX;

"Notice", "Notice of Meeting" or "Notice of General Meeting" means the notice of meeting which accompanies this Explanatory Statement;

"Shareholders'" means the holders of the Shares;

"Shares" means fully paid ordinary shares in the Company; and

+	CLANCY EXPLORATION LIMITED	REGISTERED OFFICE:3 CORPORATION PLACEORANGE VIC 2800	+
MBER»«EFT_REFERENCE_NU	ACN: 105 578 756«Company_code»«Sequence_number»«Address_unknown»«Holder_name»«Address_line_1»«Address_line_2»«Address_line_3»«Address_line_4»	SHARE REGISTRY:Security Transfer Registrars Pty LtdAll Correspondence to:PO BOX 535, APPLECROSS WA 6953AUSTRALIAAUSTRALIAE: [email protected]W: www.securitytransfer.com.auCode:	770 Canning Highway, APPLECROSS WA 6153T: +61 8 9315 2333 F: +61 8 9315 2233CLY
PROXY FORM	«Address_line_5»	Holder Number:	«HOLDER_NUM
	THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.
VOTEONLINE	Lodge your proxy vote securely at www.securitytransfer.com.au1. Log into the Investor Centre using your holding details.2. Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area.		«ONLINE

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:
The meeting chairperson	OR

or failing the person named, or if no person is named, the Chairperson of the meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the Annual General Meeting of the Company to be held at 10:00am AEDT on Thursday 26 November 2015 at Spinnaker B Room, Adina Apartment Hotel (Harbour side), 55 Shelley Street, Sydney NSW Australia and at any adjournment of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Items 2 and 3 (except where I/we have indicated a different voting intention below) even though Items 2 and 3 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

SECTION B: Voting Directions

Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the Meeting intends to vote undirected proxies in FAVOUR of resolutions 1, 2, 4 and 5. The Chairperson of the meeting intends to vote undirected proxies AGAINST resolution 3 if it is put to the meeting. In exceptional circumstances, the Chairperson of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

RESOLUTION	For	Against	Abstain
1. Re-election of a Director (By Rotation)
2. Remuneration Report
3. Contingent Spill Resolution
4. Ratification of Prior Issue
5. Additional Placement Capacity

If no directions are given my proxy may vote as the proxy thinks fit or may abstain. * 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.

	SECTION C: Signature of Security Holder(s)
	This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
	Individual or Security Holder		Security Holder 2		Security Holder 3

	Sole Director & Sole Company Secretary		Director		Director/Company Secretary
					Proxies must be received by Security Transfer Registrars Pty Ltd no later than 10:00am AEDT on Tuesday 24 November 2015.
+	CLYPX1261115	1	1	CLY	CLYPX1261115	+

My/Our contact details in case of enquiries are: Name: Number:

1. NAME AND ADDRESS

This is the name and address on the Share Register of the Company. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. APPOINTMENT OF A PROXY

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a shareholder of the Company.

3. DIRECTING YOUR PROXY HOW TO VOTE

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two (2) 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 contacting the Company's share registry or you may photocopy this form.

To appoint a second Proxy you must:

a) On each of the Proxy forms, state the percentage of your voting rights or number of securities 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 of your votes; and
b) Return both forms in the same envelope.

5. SIGNING INSTRUCTIONS

( )

Individual: where the holding is in one name, the Shareholder must sign. Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach 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 may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. LODGEMENT OF PROXY

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than the date and time stated on the form overleaf. Any Proxy form received after that time will not be valid for the scheduled meeting.

The proxy form does not need to be returned to the share registry if the votes have been lodged online.

Security Transfer Registrars Pty Ltd

Online www.securitytransfer.com.au

Postal Address	PO BOX 535Applecross WA 6953 AUSTRALIA
Street Address	Alexandrea HouseSuite 1, 770 Canning HighwayApplecross WA 6153 AUSTRALIA
Telephone	+61 8 9315 2333
Facsimile	+61 8 9315 2233
Email	[email protected]

PRIVACY STATEMENT

- Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of security holders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.