RAREX LIMITED — Capital/Financing Update 2018

Oct 23, 2018

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CLANCY EXPLORATION LIMITED ACN 105 578 756

PROSPECTUS

This Prospectus is being issued for the offer of:

• up to 1,000 Shares at an issue price of $0.003 each ( Share Offer ); and

• up to 10,000,000 unquoted Options exercisable at $0.005 each and expiring 2 years from the date of issue ( Options Offer ).

(together, the Offers ).

Purposes of this Prospectus

This Prospectus has been prepared primarily for the purposes of:

• section 708A(11) of the Corporations Act to remove any trading restrictions on Shares issued prior to the closing date; and

• facilitating the secondary trading of the underlying Shares to be issued upon exercise of the Options issued under the Options Offer pursuant to ASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2016/80.

Timing

The Offers are currently scheduled to close at 5:00pm WST on 24 October 2018. Valid Application Forms must be received before that time. The Offers are not underwritten.

Important Notice

This is an important document and requires your immediate attention. It should be read in its entirety. If you are in doubt about what to do, you should consult your professional adviser without delay. The Securities offered in connection with this Prospectus are of a speculative nature.

IMPORTANT INFORMATION

This Prospectus is dated 24 October 2018 and was lodged with ASIC on that date with the consent of all Directors. Neither ASIC nor ASX nor their respective officers take any responsibility for the contents of this Prospectus.

No Securities will be issued on the basis of this Prospectus any later than 13 months after the date of this Prospectus (being the expiry date of this Prospectus). The Company will apply for Official Quotation by ASX of the Shares offered by this Prospectus.

A copy of this Prospectus is available for inspection at the registered office of the Company at Suite 23, 513 Hay Street, Subiaco, Western Australia, during normal business hours. The Company will provide a copy of this Prospectus to any person on request. The Company will also provide copies of other documents on request (see Section 4.4). The Offers are only available to those who are personally invited to accept the Offers. Applications for Securities under the Offers can only be submitted on an original Application Form which accompanies this Prospectus.

No person is authorised to give any information or to make any representation in connection with the Offers which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offers. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. This Prospectus does not constitute an offer of Securities in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus.

This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities and options over continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

The Securities offered by this Prospectus should be considered speculative. Potential investors should be aware that subscribing for Securities in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 3, including (but not limited to) risks in respect of:

• Operational risk : The operations of the Company may be affected by various factors, including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration and mining, and other operational and technical difficulties encountered in mining;

• Exploration success : There can be no assurance that further exploration on the Company's projects will result in the discovery of an economic ore deposit or that it can be economically exploited. Until the Company is able to realise value from its mineral projects, it is likely to incur ongoing operating losses;

• Metals and currency price volatility : Any future earnings are likely to be closely related to the price of gold and the terms of any off-take agreements the Company enters. Any significant and/or sustained fluctuations in the exchange rate between the Australian dollar and the US dollar could have a materially adverse effect on the Company's operations, financial position and performance; and

• Regulatory risk : The Company will incur ongoing costs and obligations associated with compliance with necessary regulations, and any failure to comply or changes to the regulations may result in additional costs and obligations which could have a material adverse effect on the business, results of operations and financial condition of the Company.

Definitions of certain terms used in this Prospectus are contained in Section 6. All references to currency are to Australian dollars and all references to time are to WST unless otherwise indicated. Revenues and expenditures disclosed in this Prospectus are recognised exclusive of the amount of goods and services tax, unless otherwise disclosed.

CORPORATE DIRECTORY

Directors

Mr David Lenigas Executive Chairman Mr David Scoggin Non-Executive Director Mr Scott Patrizi Non-Executive Director Mr Shaun Hardcastle Non-Executive Director

Company Secretary Ms Oonagh Malone

Share Registry*

Security Transfer Australia Pty Ltd 770 Canning Highway APPLECROSS WA 6153

Phone: +61 8 9315 2333 Fax: +61 8 9315 2233

Auditor*

Principal and Registered Address

Suite 23, 513 Hay Street SUBIACO WA 6008

Phone: +61 8 6143 6720 Fax: +61 8 9388 8824 Email: info@clancyexploration.com Website: www.clancyexploration.com ASX Codes Shares: CLY Options: CLYO

Walker Wayland WA Audit Pty Ltd Level 3, 1 Preston Street COMO WA 6152

Solicitors

Bellanhouse Lawyers Level 19, Alluvion 58 Mounts Bay Road PERTH WA 6000

• This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus.

TIMETABLE

Event	Date*
Lodgement of Prospectus with ASIC and ASX Opening Date and Closing Date of Offers Issue of Securities pursuant to the Offers	24 October 2018

• These dates are indicative only and subject to change. Subject to the Corporations Act and the Listing Rules, the Directors reserve the right to vary these dates, including the Closing Date, without prior notice.

TABLE OF CONTENTS

	TABLE OF CONTENTS
Section	Page No.
1.	Details of the Offers ................................................................... 1
2.	Effect of the Offers .................................................................... 7
3.	Risk factors .............................................................................. 8
4.	Additional information ............................................................... 16
5.	Authorisation ........................................................................... 25
6.	Glossary of Terms ..................................................................... 26

1. Details of the Offers

1.1 Background

On 10 April 2018, the Company announced that it had entered into a binding term sheet ( Term Sheet ) to acquire up to a 100% interest in key cobalt licences in Morocco by way of a staged acquisition ( Acquisition ). The Term Sheet was subsequently substituted by a long form earn-in and shareholders agreement dated 12 October 2018 consistent with the Term Sheet ( Acquisition Agreement ).

Under the Acquisition Agreement, the Company has been granted 5 options to acquire (or be issued) interests equal to 20% of the shares on issue in Atlas Managem S.A.R.L ( Atlas ), which has an interest in the exploration licences in Morocco. At a general meeting on 3 August 2018 ( General Meeting ), the Company obtained Shareholders' approval to execute the various stages of the Acquisition by issuing Shares and paying cash consideration to the vendors as follows:

• (a) ( Stage 1 ): US$175,000 and 130,000,000 Shares ( Stage 1 Shares ) to be issued in consideration for and subject to evidence of the Company's interest in Atlas of 20%;

• (b) ( Stage 2 ): US$200,000 and 120,000,000 Shares within 6 months and 5 days from the completion of Stage 1, in consideration for a further interest in Atlas of 20%;

• (c) ( Stage 3 ): US$200,000 and 120,000,000 Shares within 6 months and 5 days from the completion of Stage 2, in consideration for a further interest in Atlas of 20%;

• (d) ( Stage 4 ): US$200,000 and 120,000,000 Shares within 6 months and 5 days from the completion of Stage 3, in consideration for a further interest in Atlas of 20%; and

• (e) ( Stage 5 ): US$200,000 and 120,000,000 Shares within 6 months and 5 days from the completion of Stage 4, in consideration for a further interest in Atlas of 20%, such that the Company (or its nominee) will have acquired or been issued a 100% interest in the share capital of Atlas at the completion of Stage 5.

The Company intends to issue the Stage 1 Shares on or about the date of this Prospectus.

The Company also obtained Shareholder approval at the General Meeting to issue up to 10,000,000 unquoted Options with an exercise price of $0.005 and an expiry date 2 years from the date of issue to Contacio Cove Pty Ltd (an unrelated party of the Company) for facilitating the Acquisition and ongoing consultancy services ( Contacio Options ).

1.2 Offers

Pursuant to this Prospectus, the Company is offering:

• (a) up to 1,000 Shares at an issue price of $0.003 each ( Share Offer ); and

• (b) up to 10,000,000 Contacio Options to Contacio Cove Pty Ltd (or its nominees) ( Options Offer ),

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(together, the Offers ).

The Offers will only be extended to specific parties on invitation of the Directors. Relevant Application Forms will only be provided by the Company to these parties, together with a copy of this Prospectus.

As the Contacio Options are being offered to Contacio (or its nominees) as consideration for facilitating the Acquisition and ongoing consultancy services no cash consideration is payable for the issue of those Options.

Shares issued under the Share Offer will be issued as fully paid ordinary shares and will rank equally in all respect with the existing Shares on issue. Refer to Section 4.1 for a summary of the rights and liabilities attaching to Shares.

Full terms and conditions of the Contacio Options are contained in Section 4.2. Shares issued upon exercise of the Contacio Options will be fully paid and will rank equally with the Company's existing Shares on issue.

1.3 Purpose of the Prospectus

Generally, section 707(3) of the Corporations Act requires that a prospectus is issued in order for a person to whom securities were issued without disclosure under Part 6D of the Corporations Act to on-sell those securities within 12 months of the date of their issue.

The Corporations Act provides an exception to section 707(3) where an entity issues a 'cleansing' notice under section 708A(5). The Company has been suspended from trading on the ASX for more than 5 days in the last 12 months and as a result is precluded from issuing a 'cleansing' notice in accordance with section 708A(5) of the Corporations Act.

Section 708A(11) of the Corporations Act provides another exemption from the general requirement under section 707(3) where:

• (a) the relevant securities are in a class of securities of the company that are already quoted on ASX;

• (b) a prospectus is lodged with ASIC either:

• (i) on or after the day on which the relevant securities were issued but before the day on which the sale offer is made; or

• (ii) before the day on which the relevant securities are issued and offers of securities that have been made under the prospectus are still open for acceptance on the day on which the relevant securities were issued; and

• (c) the prospectus is for an offer of securities issued by the company that are in the same class of securities as the relevant securities.

This Prospectus has been issued to comply with section 708A(11) of the Corporations Act to remove any trading restrictions that may have attached to Shares issued by the Company prior to the Closing Date, including the Stage 1 Shares, so that subscribers may, if they choose to, sell the Shares within twelve months from the date of their issue without the issue of a prospectus.

This Prospectus has also been issued to facilitate secondary trading of any Shares issued upon exercise of the Contacio Options. Issuing the Contacio Options under this

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Prospectus will enable persons who are issued those convertible securities to on-sell any Shares issued on exercise pursuant to ASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2016/80.

Accordingly, the purpose of this Prospectus is to:

• (a) make the Offers;

• (b) ensure that any on-sale of any Shares issued by the Company prior to the Closing Date, including the Stage 1 Shares, do not breach section 707(3) of the Corporations Act; and

• (c) ensure that the on-sale of any underlying Shares issued upon the exercise of the Contacio Options does not breach section 707(3) of the Corporations Act.

The Shares issued under the Share Offer will be issued under the Company's existing placement capacity under Listing Rule 7.1. A total amount of $3.00 will be raised under the Share Offer and no cash will be raised under the Options Offer. The total estimated expenses of the Offers of $8,300 will be paid by the Company from its cash reserves.

1.4 Opening and Closing Dates

As set out in the indicative timetable, the Offers will open on 24 October 2018 ( Opening Date ) and are anticipated to close at 5:00pm (WST) on 24 October 2018 ( Closing Date ). The Opening Date and Closing Date for the Offers are indicative only and subject to change without notice. The Company may vary these dates, including to close the Offers early, extend the Closing Date or to withdraw the Offers at any time prior to issue of the Securities. If any of the dates are changed, subsequent dates may also change. Applicants are encouraged to lodge their Application Form as soon as possible after the Opening Date.

The Company will accept Application Forms for the Offers from the Opening Date until 12.00pm WST on the Closing Date or such other date as the Directors in their absolute discretion shall determine, subject to the requirements of the Listing Rules.

1.5

Underwriting and minimum subscription

The Offers are not underwritten and there is no minimum subscription for the Offers.

1.6 Application Forms

The Share Offer is being extended to investors who are invited by the Company to subscribe for Shares and is not open to the general public. The Options Offer is being extended to Contacio (or its nominees) only.

Applications must be made using the relevant Application Form attached to this Prospectus. To the maximum extent permitted by law, the Directors will have discretion over which Applications to accept.

Completed Application Forms, together with any application monies, must be received by the Company prior to the Closing Date. Application Forms should be delivered to the Company in accordance with the instructions on the relevant Application Form.

If you are in doubt as to the course of action, you should consult your professional advisor.

Acceptance of a completed Application Form by the Company creates a legally binding contract between the Applicant and the Company for the number of Securities

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accepted by the Company. The Application Form does not need to be signed to be a binding acceptance of the Securities under an Offer.

If the Application Form is not completed correctly it may still be treated as valid. The Directors' decision as to whether to treat the acceptance as valid and how to construe, amend or complete the Application Form, is final.

By completing and returning an Application Form with any requisite Application Monies, Applicants will be deemed to have represented and warranted on behalf of themselves or each person on whose account they are acting that the law in their place of residence and/or where they have been given the Prospectus, does not prohibit them from being given the Prospectus and that they:

• (a) agree to be bound by the terms of the relevant Offer;

• (b) declare that all details and statements in the Application Form are complete and accurate;

• (c) declare that they are over 18 years of age and have full legal capacity and power to perform all their rights and obligations under the Application Form;

• (d) authorise the Company and its respective officers or agents, to do anything on their behalf necessary for the Securities to be issued to them, including to act on instructions of the Share Registry upon using the contact details set out in the Application Form;

• (e) acknowledge that the information contained in, or accompanying, the Prospectus is not investment or financial product advice or a recommendation that Securities are suitable for them given their investment objectives, financial situation or particular needs; and

• (f) acknowledge that the Securities have not, and will not be, registered under the securities laws in any other jurisdictions outside Australia.

1.7 Issue and dispatch

Subject to the Corporations Act and the Listing Rules, the Company intends to issue the Securities under the Offers on or about 24 October 2018. Security holder statements will be dispatched as soon as possible after the issue of the Securities under the Offers. Applicants who sell Securities before they receive their holding statements do so at their own risk.

1.8 Application Monies held on trust

All Application Monies received for the Shares will be held on trust in a bank account maintained solely for the purpose of depositing Application Monies received pursuant to this Prospectus until the Shares are issued. All Application Monies will be returned (without interest) if the Shares are not issued.

1.9 ASX quotation

Application will be made to ASX no later than 7 days after the date of this Prospectus for official quotation of the Shares issued under the Share Offer. If permission is not granted by ASX for the Official Quotation of the Shares offered by this Prospectus within 3 months after the date of this Prospectus (or such period as the ASX allows), the Company will repay, as soon as practicable, without interest, all Application Monies

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received pursuant to this Prospectus. The Company does not intend to apply for quotation of the Contacio Options on the ASX.

1.10 CHESS

The Company participates in the Clearing House Electronic Sub-register System known as CHESS, operated by ASX Settlement Pty Limited (a wholly owned subsidiary of ASX), in accordance with the Listing Rules and the ASX Settlement Operating Rules.

Under CHESS, Applicants will not receive a certificate but will receive a statement of their holding of Securities. If you are broker sponsored, ASX Settlement Pty Limited will send you a CHESS statement. The CHESS statement will set out the number of Securities issued under this Prospectus, provide details of your holder identification number, the participant identification number of the sponsor and the terms and conditions applicable to the Securities.

If you are registered on the Issuer Sponsored sub-register, your statement will be dispatched by the Share Registry and will contain the number of Securities issued to you under this Prospectus and your security holder reference number.

A CHESS statement or Issuer Sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their Shareholding changes. Shareholders may request a statement at any other time; however, a charge may be made for additional statements.

1.11 Residents outside Australia

This Prospectus and an accompanying Application Form do not, and are not intended to, constitute an offer of Securities in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

1.12 Risk factors

An investment in Securities of the Company should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, there are specific risks associated with an investment in the Company which are detailed in Section 3.

1.13 Taxation implications

The Directors do not consider it appropriate to give Applicants advice regarding the taxation consequences of subscribing for Securities under this Prospectus. The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Security holders or potential investors. As a result, Applicants should consult their professional tax adviser in connection with subscribing for Securities under this Prospectus.

1.14 Major activities and financial information

A summary of the major activities and financial information relating to the Company can be found in the Company's Annual Financial Statements for the financial year ended 30 June 2018 lodged with ASX on 28 September 2018 and the Company's Half Yearly Report to 31 December 2017 lodged with ASX on 16 March 2018. The Company has

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made continuous disclosure notices (i.e. ASX announcements) since the lodgement of its Annual Report on 28 September 2018 as set out in Section 4.4.

Copies of the Annual Financial Statements and Half Yearly Report are available free of charge from the Company. The Directors strongly recommend that Applicants review these and all other announcements prior to deciding whether or not to participate in the Offers.

1.15 Privacy

Applicants will be providing personal information to the Company (directly or by the Share Registry) on the Application Form. The Company collects, holds and will use that information to assess the Application, service Security holders' needs, facilitate distribution payments and corporate communications to Security holders, and carry out administration. The information may also be used from time to time and disclosed to persons inspecting the register, bidders for Securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Share Registry.

Security holders can access, correct and update the personal information the Company holds about them by contacting the Company or the Share Registry at the relevant contact numbers set out in this Prospectus. A fee may be charged for access. Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules.

Applicants should note that if they do not provide the information required on Application Form, the Company may not be able to accept or process their Application.

1.16 Enquiries concerning Prospectus

Enquiries relating to this Prospectus should be directed to the Company Secretary by telephone on +61 8 6143 6720.

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2. Effect of the Offers

2.1 Capital structure on completion of the Offers

	Shares	Quoted	Unquoted	Performance
		Options1	Options2	**Rights3 **
Balance at the date of this Prospectus	3,374,386,675	1,862,866,179	170,000,000	462,000,000
Stage 1 Shares to be issued	130,000,000	-	-	-
To be issued under the Offers	1,000	-	10,000,000	-
Balance after the **Offers4 **	3,504,387,675	1,862,866,179	180,000,000	462,000,000

Notes:

1. Quoted Options are exercisable at $0.004 each and expire 9 May 2019.

2. Unquoted Options on issue are comprised of:

3. (i) 120,000,000 Options exercisable at $0.004 each and expiring 31 May 2020;

4. (ii) 20,000,000 Options exercisable at $0.007 each and expiring 30 November 2020; and

5. (iii) 30,000,000 Options exercisable at $0.0065 each and expiring 30 December 2020.

6. Performance Rights on issue were granted under the Company's Employee Securities Incentive Plan on the terms and conditions set out in the Company's prospectus dated 17 August 2018.

7. Assumes no further Securities are issued by the Company and no Options are converted to Shares.

2.2 Financial effect of the Offers

After paying the expenses of the Offers of approximately $8,300, there will be no proceeds from the Offers. The expenses of the Offers (exceeding $3.00) will be met from the Company's existing cash reserves. The Offers will have an effect on the Company's financial position of reducing the cash balance by $8,297, being receipt of funds of $3.00, less expenses of the Offers of $8,300.

Please refer to Section 4.15 for further details on the estimated expenses of the Offers.

2.3 Effect of the Offers on control of the Company

The Company is of the view that the Offers will not affect the control (as defined by section 50AA of the Corporations Act) of the Company. No new investor or existing Shareholder will have a voting power greater than 20% as a result of the completion of the Offers.

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3. Risk factors

Activities in the Company and its controlled entities, as in any business, are subject to risks, which may impact on the Company's future performance. The Company and its controlled entities have implemented appropriate strategies, actions, systems and safeguards for known risks, however, some are outside its control.

The Directors consider that the following summary, which is not exhaustive, represents some of the major risk factors which potential investors need to be aware of in evaluating the Company's business and risks of investing in the Company. This list is not exhaustive and potential investors should read this Prospectus in its entirety and if in any doubt consult their professional adviser before deciding whether to participate in the Offers.

The principal risks include, but are not limited to, the following:

3.1

Risks specific to the Company

(a) Future capital needs

Further funding may be required by the Company to support its ongoing activities and operations. There can be no assurance that such funding will be available on satisfactory terms or at all.

The Company's ability to raise further capital within an acceptable time, of a sufficient amount and on terms acceptable to the Company will vary according to a number of factors, including prospectivity of projects (existing and future), the results of exploration, subsequent feasibility studies, development and mining, share market and industry conditions and the price of relevant commodities and exchange rates.

No assurance can be given that future funding will be available to the Company on favourable terms (or at all). If adequate funds are not available on acceptable terms the Company may not be able to develop its projects and it may impact on the Company's ability to continue as a going concern. Any additional equity financing will dilute Shareholders and debt financing, if available, may restrict the Company's financing and operating activities.

(b) Reliance on key management

The Company is reliant on key personnel employed or engaged by the Company. Loss of such personnel may have a materially adverse impact on the performance of the Company. The Board is aware of the need to have sufficient management to properly supervise the exploration and (if successful) for the development of the Company's projects.

(c)

Completion risk

The Company has entered into the Acquisition Agreement to acquire up to a 100% shareholder interest in Atlas Managem S.A.R.L., which wholly owns 3 exploration licences in Morocco ( Moroccan Licences ), by way of a staged acquisition agreement.

The Company does not have a registered legal interest in the Moroccan Licences and must complete, in part or in whole, the Acquisition Agreement in order to obtain an indirect interest in the Moroccan Licences.

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The Acquisition Agreement comprises 5 stages, with each stage due to complete up to 6 months after the prior stage. Accordingly, the Company may take up to approximately 2 years to complete all 5 stages of the Acquisition Agreement.

There is a risk that if any of the conditions to completion under the Acquisition Agreement are not satisfied or waived, or any of the counterparties do not comply with their obligations under any of the stages, completion of the Acquisition Agreement may be deferred, occur in part, or may not occur at all. If the first stage of the Acquisition Agreement does not complete, the Company will not acquire an indirect shareholder interest in the Moroccan Licences, and if the 5 stages of the Acquisition Agreement do not complete, the Company will not obtain a 100% indirect shareholder interest in the Moroccan Licences.

(d) Joint venture risks

The Company is currently, and may in the future become a party to joint venture agreements governing the exploration and development of its projects. There is a risk that one of the Company's joint venture partners may default in their joint venture obligations or not act in the best interests of the joint venture. This may have an adverse effect on the interests and prospects of the Company.

3.2 Risks associated with operations in Austria and Morocco

(a) Sovereign Risk

The Company may be affected by possible political or economic instability in Morocco. There can, for example, be no assurance that future political and economic conditions in Morocco will not result in the government adopting policies respecting foreign ownership and development of interests in mineral resources.

The risks include, but are not limited to, terrorism, military repression, fluctuations in currency exchange rates and high rates of inflation. Changes in resource development or investment policies or shifts in political attitude in Morocco may prevent, hinder or delay the Company's business activities and render them unprofitable by preventing or impeding future property exploration, development or mining. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, restrictions on repatriation of earnings, royalties and duties, income taxes, nationalization of property or businesses, expropriation of property, maintenance claims, environmental legislation, land use, land claims of local people, water use and mine safety.

All of these factors are inherent with any mining investment in any jurisdiction and may, in the future, adversely affect the financial performance of the Company and the market price of its securities. No assurance can be given regarding future stability in Morocco or any other country in which the Company has an interest.

(b) Government and political risk

The Company's operating activities will be subject to laws and regulations governing expropriation of property, health and worker safety, employment standards, waste disposal, protection of the environment, mine development,

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land and water use, prospecting, mineral production, exports, taxes, labour standards, occupational health standards, toxic wastes, the protection of endangered and protected species and other matters.

While the Company believes that it will be in substantial compliance with all material current laws and regulations affecting its proposed exploration activities, future changes in applicable laws, regulations, agreements or changes in their enforcement or regulatory interpretation could result in changes in legal requirements or in the terms of existing permits and agreements applicable to the Company or its subsidiaries or its properties, which could have a material adverse impact on the Company's current operations or planned development projects.

Where required, obtaining necessary permits and licences can be a complex, time consuming process and the Company cannot be sure whether any necessary permits will be obtainable on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could stop or materially delay or restrict the Company or its subsidiaries from proceeding with any future exploration of its properties. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in interruption or closure of exploration, development or mining operations or material fines, penalties or other liabilities.

(c)

Permits

The Company's operations in Austria and Morocco are subject to receiving and maintaining licences and permits from appropriate governmental authorities. These is no assurance that delays will not occur in connection with obtaining all necessary renewals of licences/permits from any existing operations, additional licences/permits for any possible future changes to operations, or additional permits associated with new legislation. Prior to any development on any of its properties, the Company must receive licences/permits from appropriate governmental authorities. There is no certainty that the Company will continue to hold all licences/permits necessary to develop or continue operating at any particular property.

In Austria, it is possible for more than one party to obtain an exploration permit over the same ground: in such cases, the parties hold their rights in a priority order of ranking. The Company has priority rights, under Austrian law, over 172 of its 200 granted licences in Austria and next-in-line rights over the balance. For more information, refer to the Company's ASX announcement dated 5 September 2017.

(d) Government regulation of the mining industry

The Austrian and Moroccan activities of the Company will be subject to various laws governing prospecting, development, production, taxes, labour standards and occupational health, mine safety, toxic substances and other matters. Mining and exploration activities are also subject to various laws and regulations relating to the protection of the environment. Although the Company believes that its activities will be carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner that could limit or curtail production or development of the Company's properties. Amendments to current laws and regulations governing the operations and activities of the Company or more stringent

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implementation thereof could have a material adverse effect on the Company's business, financial condition and results of operations. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right application and tenure, could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests. The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on the Company's operations or profitability.

(e) Access

Land access is critical for exploration and mining operations. Access to land can be affected by land ownership, including private (freehold) land, pastoral lease, regulatory requirements within Austria, and competing or underlying claim interests. While access issues are faced by many mining exploration companies and are not considered unusual, the ability of the Company to explore its claims and exploit any deposits that may be discovered through access to critical infrastructure such as roads, may be affected by any ownership rights, regulatory requirements, underlying claim interests, or any other land access rights being enforced.

3.3 Mining Industry Risks

(a) Metals and currency price volatility

The Company's ability to proceed with the development of its mineral projects and benefit from any future mining operations will depend on market factors, some of which may be beyond its control.

The world market for minerals is subject to many variables and may fluctuate markedly. These variables include world demand for gold, copper, cobalt, nickel and other metals that may be mined commercially in the future from the Company's project areas, forward selling by producers and production cost levels in major mineral-producing regions. Minerals prices are also affected by macroeconomic factors such as general global economic conditions and expectations regarding inflation and interest rates. These factors may have an adverse effect on the Company's exploration, development and production activities, as well as on its ability to fund those activities. Metals are principally sold throughout the world in US dollars. The Company's cost base will be payable in various currencies including Australian dollars, and US dollars. As a result, any significant and/or sustained fluctuations in the exchange rate between the Australian dollar and the US dollar could have a materially adverse effect on the Company's operations, financial position (including revenue and profitability) and performance. The Company may undertake measures, where deemed necessary by the Board to mitigate such risks.

(b) Operating risk

The operations of the Company may be affected by various factors, including failure to locate or identify mineral deposits; failure to achieve predicted grades in exploration and mining; operational and technical difficulties encountered in mining; difficulties in commissioning and operating plant and equipment; mechanical failure or plant breakdown; unanticipated metallurgical problems which may affect extraction costs; adverse weather conditions; industrial and environmental accidents; industrial disputes; and

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unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its tenement interests. Unless and until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

(c)

Drilling and exploration risk

The Company's operations are at an early stage of exploration and success will depend on the Company's ability to implement its exploration strategy and define exploration results from its projects that are compliant with the JORC Code. There can be no guarantee that the Company can or will be able, or that it will be commercially advantageous for the Company, to develop any of its projects.

There are operational risks associated with the Company's planned drilling and exploration programs. The planned surface sampling, drilling and exploration programs at the Company's mineral projects may be affected by a range of factors, including (but not limited to): geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, native title process, changing government regulations and many other factors beyond the control of the Company.

The success of the Company will also depend upon the Company having access to sufficient development capital, being able to maintain title to its projects and obtaining all required approvals for its activities. In the event that exploration programs are unsuccessful this could lead to a diminution in the value of its projects, a reduction in the case reserves of the Company and possible relinquishment of part or all of its projects.

(d) Historical Austrian results

The Leogang Project is prospective for cobalt, nickel, copper and other precious metals, and contains historical mines and workings. The historical results should not be taken to be representative of the grades of mineralisation that may be encountered in a modern exploration program. Whilst the Company intends to undertake further exploration activities with the aim of defining a JORC Code compliant resource, no assurances can be given that the exploration will result in the determination of such a resource. Even if such a resource is identified, no assurance can be provided that it can be economically extracted.

(e) Tenure and grant of applications

Mining and exploration tenements are subject to periodic renewal. There is no guarantee that current or future tenements and/or applications for tenements will be approved. There can be no assurance that the current pending tenement application will be granted. Further, there can be no assurance that if the tenement is granted, that it will be granted in its entirety.

Tenements in Australia are subject to the applicable mining acts and regulations of each State of Australia. The renewal of the term of a granted tenement is also subject to the discretion of the relevant Minister. Renewal

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conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements comprising the Company's projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company.

The Company considers the likelihood of tenure forfeiture of its Australian tenements to be low given the laws and regulations governing exploration in Australia and the ongoing expenditure budgeted for by the Company. However, the consequence of forfeiture or involuntary surrender of granted tenements for reasons beyond the control of the Company could be significant.

(f) Native Title and Aboriginal Heritage

It is possible that, in relation to tenements which the Company has an interest in or will in the future acquire such an interest; there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

The Hong Kong Gold Project is located wholly within the Yandeyarra Aboriginal Reserve which may affect the Company's ability to obtain access to certain exploration areas or to obtain mining production titles. The Company is in the process of obtaining the necessary access permits and consents to operate within the exploration licence but notes that settling any claims will likely incur costs to the Company. The degree to which this may impact on the Company's activities will depend on a number of factors. At this stage, the Company is not able to quantify the impact, if any, of such matters on its operations.

The Company must also comply with Aboriginal heritage legislation which (inter alia) makes it an offence for a person to damage or in any way alter an Aboriginal site. There is a risk that Aboriginal sites and objects may exist on the land the subject of the Company's projects, the existence of which may preclude or limit mining activities in certain areas of the projects. Further, the disturbance of such sites and objects is likely to be an offence under the applicable legislation, exposing the Company to fines and other penalties. Heritage survey work may need to be undertaken ahead of the commencement of exploration or mining operations to reduce the risk of contravening this Aboriginal heritage legislation.

(g) Environmental risk

The operations and proposed activities of the Company are subject to state and federal laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company's activities are expected to have an impact on the environment, particularly if advanced exploration or field development proceeds. It is the Company's intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

In this regard, government authorities may, from time to time, review the environmental bonds that are placed on permits. The Directors are not in a

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position to state whether a review is imminent or whether the outcome of such a review would be detrimental to the funding needs of the Company.

(h)

Regulatory risks

The Company will incur ongoing costs and obligations associated with compliance with necessary regulations. Any failure to comply with regulations may result in additional costs for corrective measures, penalties or in restrictions on the Company's proposed business operations. In addition, changes in regulations could require extensive changes to the Company's operations, increased compliance costs or give rise to material liabilities, which could have a material adverse effect on the business, results of operations and financial condition of the Company.

The Company's ability to operate in the future will depend in part on whether it is able to effectively commercialise its potential interests in products. This will depend on successful completion of product development activities, obtaining regulatory approval and on there being commercial demand for such products which cannot be guaranteed.

3.4 General Risks

The future prospects of the Company's business may be affected by circumstances and external factors beyond the Company's control. Financial performance of the Company may be affected by a number of business risks that apply to companies generally and may include economic, financial, market or regulatory conditions.

(a) Market conditions and other economic risks

General economic conditions, movements in interest and inflation rates, commodity prices and currency exchange rates may have an adverse effect on the Company's operations and any future development activities, as well as on its ability to fund those activities.

The price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general.

Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

(b) Unforeseen expenditure risk

Expenditure may need to be incurred that has not been taken into account in the preparation of this Prospectus. Although the Company is not aware of any such additional expenditure requirements, if such expenditure is subsequently incurred, this may adversely affect the expenditure proposals of the Company.

(c) Litigation risks

Litigation risks to the Company include, but are not limited to, employee claims, contractual claims, environmental claims, occupational health and safety claims, regulatory disputes, legal actions from special interest groups, as well as third party damage or losses resulting from operations.

(d)

Insurance

The Company will, where possible and economically practicable, endeavour to mitigate some project and business risks by procuring relevant insurance

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cover. However, such insurance cover may not always be available or economically justifiable and the policy provisions and exclusions may render a particular claim by the Company outside the scope of the insurance cover.

3.5 Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by prospective investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Securities offered under this Prospectus.

Therefore, the Securities to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Securities.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for the Securities.

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4. Additional information

4.1 Rights and liabilities attaching to Shares

A summary of the rights attaching to Shares in the Company is below. This summary is qualified by the full terms of the Constitution (a full copy of the Constitution is available from the Company on request free of charge) and does not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities of Shareholders. These rights and liabilities can involve complex questions of law arising from an interaction of the Constitution with statutory and common law requirements. For a Shareholder to obtain a definitive assessment of the rights and liabilities which attach to Shares in any specific circumstances, the Shareholder should seek legal advice.

(a) General meeting and notices

Each member is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be sent to members under the Constitution, the Corporations Act or the Listing Rules.

(b) Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at a general meeting of the Company every holder of fully paid Shares present in person or by an attorney, representative or proxy has one vote on a show of hands (unless a member has appointed 2 proxies) and one vote per Share on a poll.

A person who holds a Share which is not fully paid is entitled, on a poll, to a fraction of a vote equal to the proportion which the amount paid bears to the total issue price of the Share.

(c) Issues of further Shares

The Directors may, on behalf of the Company, issue, grant Options over or otherwise dispose of unissued Shares to any person on the terms, with the rights, and at the times that the Directors decide. However, the Directors must act in accordance with the restrictions imposed by the Constitution, the Listing Rules, the Corporations Act and any rights for the time being attached to the Shares in any special class of those Shares.

(d) Variation of rights

At present, the Company has on issue one class of Shares only, namely ordinary Shares. Unless otherwise provided by the Constitution or by the terms of issue of a class of Shares, the rights attached to the Shares in any class may be varied or cancelled only with the written consent of the holders of at least three-quarters of the issued Shares of the affected class, or by special resolution passed at a separate meeting of the holders of the issued Shares of the affected class.

(e) Transfer of Shares

Subject to the Constitution, the Corporations Act and the Listing Rules, ordinary Shares are freely transferable.

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(f) Dividends

Subject to the Corporations Act, the Listing Rules and the rights attaching to Shares issued on special conditions (at present there are none), the Directors may from time to time declare that a dividend is payable to the holders of ordinary Shares in proportion to the number of Shares held by them respectively and are paid proportionately to the amounts paid or credited as paid on Shares.

(g) Winding up

Subject to the Constitution, the Corporations Act and the rights of holders of Shares with special rights, on a winding up of the Company, all monies and property that are to be distributed among members on a winding-up, shall be so distributed in proportion to the Shares held by them respectively, irrespective of the amount paid-up or credited as paid up on the Shares.

(h) Dividend reinvestment and share plans

The Directors may establish a dividend reinvestment plan on any terms, under which participants may elect in respect of all or part of their Shares to apply the whole or any part of a Dividend from the Company in subscribing for securities of the Company or a related body corporate of the Company.

(i) Directors

The Company must have not less than 3, and not more than 10, Directors.

(j) Powers of the Board

Except as otherwise required by the Corporations Act, any other law, the Listing Rules or the Constitution, the Directors may exercise all the powers of the Company except any powers that the Corporations Act or this Constitution requires the Company to exercise in general meeting.

(k) Capitalisation of profits

Subject to the Listing Rules a Company may capitalise profits. The capitalisation need not be accompanied by the issue of shares.

(l) Preference Shares

The Company may issue preference shares including preference shares which are liable to be redeemed in a manner permitted by the Corporations Act, and preference shares in accordance with the terms of the Constitution.

4.2 Terms and conditions of Contacio Options

The following terms and conditions apply to the Contacio Options:

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

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(b) Exercise Price and Expiry Date

The Options have an exercise price of $0.005 ( Exercise Price ) and an expiry date of 5:00pm (WST) on the date that is 2 years from the date of issue ( Expiry Date ).

An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(c) Exercise Period

The Options are exercisable at any time and from time to time on or prior to the Expiry Date.

(d) Quotation of the Options

The Options will be unquoted.

(e) Transferability of the Options

The Options are not transferable, except with the prior written approval of the Company.

(f) Notice of Exercise

The Options may be exercised by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

(g) Lodgement Instructions

Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for Shares on exercise of the Options with the appropriate remittance should be lodged at the Company's Registry.

(h) Shares Issued on Exercise

Shares issued on exercise of the Options rank equally with the Shares of the Company.

(i) Quotation of Shares on Exercise

Application will be made by the Company to ASX, on the Business Day the Shares are issued, for quotation of the Shares issued upon the exercise of the Options.

(j) Timing of Issue of Shares

• (i) Subject to paragraph 4.2(j)(ii), within 3 Business Days after receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Option being exercised, the Company must:

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• (A) issue the Shares pursuant to the exercise of the Options;

• (B) give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

• (C) apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

• (ii) If the Company is not then permitted to issue a cleansing notice under section 708A(5)(e) of the Corporations Act, the Company must either:

• (A) issue a prospectus on the date that the Shares are issued under paragraph (a) above (in which case the date for issuing those Shares may be extended to not more than 25 Business Days after the receipt of the Exercise Notice, to allow the Company time to prepare that prospectus); or

• (B) issue a prospectus before the date that the Shares are issued under paragraph (a) above, provided that offers under that prospectus must still be open for acceptance on the date those Shares are issued,

in accordance with the requirements of section 708A(11) of the Corporations Act.

(k) Participation in New Issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 3 business days after the issue is announced. This will give the holders of Options the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

(l)

Adjustment for Bonus Issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

• (i) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and

• (ii) no change will be made to the Exercise Price.

(m) Adjustment for Entitlements Issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than as a bonus issue, to which paragraph 4.2(l) will apply) there will be no adjustment of the Exercise Price of an Option or the number of Shares over which the Options are exercisable.

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(n) Adjustments for Reorganisation

If there is any reorganisation of the issued share capital of the Company, the rights of the Option holders will be varied in accordance with the Listing Rules.

4.3 Company is a disclosing entity

The Company is a disclosing entity under the Corporations Act. It is subject to regular reporting and disclosure obligations under both the Corporations Act and the Listing Rules. These obligations require the Company to notify ASX of information about specific events and matters as they arise for the purpose of ASX making the information available to the stock market conducted by ASX. In particular, the Company has an obligation under the Listing Rules (subject to certain limited exceptions), to notify ASX once it is, or becomes aware of information concerning the Company which a reasonable person would expect to have a material effect on the price or value of its Shares.

The Company is also required to prepare and lodge with ASIC yearly and half-yearly financial statements accompanied by a Directors' statement and report, and an audit review or report.

Copies of documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an ASIC office (see Section 4.4 below). Copies of all documents announced to the ASX can be found at www.asx.com.au under the code CLY.

4.4 Copies of documents

Copies of documents lodged by the Company in connection with its reporting and disclosure obligations may be obtained from, or inspected at, an office of ASIC. The Company will provide free of charge to any person who requests it during the period of the Offers a copy of:

• (a) the Annual Financial Statements for the period ending 30 June 2018 lodged with ASX on 28 September 2018;

• (b) the Half Yearly Report for the period ending 31 December 2017 lodged with ASX on 16 March 2018; and

• (c) the continuous disclosure notices given by the Company to notify ASX of information relating to the Company since the Company lodged its Annual Report and before the date of issue of this Prospectus which are as follows:

Date Lodged Subject of Announcement

• 11/10/2018 Pacton Gold to Buy 70% of Hong Kong Gold Project

28/09/2018 Full Year Statutory Accounts

The following documents are available for inspection throughout the period of the Offers during normal business hours at the registered office of the Company:

• (a) this Prospectus;

• (b) the Constitution; and

• (c) the consents referred to in Section 4.16 and the consents provided by the Directors to the issue of this Prospectus.

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4.5 Information excluded from continuous disclosure notices

There is no information which has been excluded from a continuous disclosure notice in accordance with the Listing Rules, and which is required to be set out in this Prospectus.

4.6

Determination by ASIC

ASIC has not made a determination which would prevent the Company from relying on section 713 of the Corporations Act in issuing the Shares under this Prospectus.

4.7 Market price of Shares

The highest and lowest closing market sale prices of the Shares on ASX during the 3 months immediately preceding the date of lodgement of this Prospectus with ASIC and the respective dates of those sales were:

Highest: $0.004 per Share on 24, 27 & 31 July and 1, 2 & 30 August 2018 Lowest: $0.002 per Share on 23 August, 6, 12, 13, 17, 20, 24 & 26 September and 1, 10, 17, 22 and 24 October 2018

The latest available closing market sale price of the Shares on ASX prior to the date of lodgement of this Prospectus with ASIC was $0.002 per Share on 24 October 2018.

4.8 Dividend policy

The Directors are not able to say when and if dividends will be paid in the future, as the payment of any dividends will depend on the future profitability, financial position and cash requirements of the Company.

4.9 Substantial Shareholders

Based on available information as at the date of this Prospectus, those persons which (together with their associates) have a relevant interest in 5% or more of the Shares on issue are set out below:

Substantial Shareholder	Shares	Voting power
David Bailey	208,964,013	6.19%

4.10 Directors' interests

Except as disclosed in this Prospectus, no Director and no firm in which a Director or proposed director is a partner:

• (a) has any interest nor has had any interest in the last two years prior to the date of this Prospectus in the formation or promotion of the Company, the Shares offered under this Prospectus or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Shares offered under this Prospectus; or

• (b) has been paid or given or will be paid or given any amount or benefit to induce him or her to become, or to qualify as, a Director, or otherwise for services rendered by him or her in connection with the formation or promotion of the Company or the Shares offered under this Prospectus.

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4.11 Directors' interests in Company Securities

The Directors have the following relevant interests in the Securities as at the date of this Prospectus:

Directors	Shares	Options	Performance Rights
David Lenigas1	-	100,000,000	400,000,000
David Scoggin2	-	-	12,000,000
Scott Patrizi3	-	30,000,000	25,000,000
Shaun Hardcastle4	-	20,000,000	25,000,000

Notes:

1. Mr Lenigas holds unquoted Options exercisable at $0.004 each and expiring 31 May 2020 and 100,000,000 of each of Class A, B, C and D Performance Rights.

2. Mr Scoggin holds 3,000,000 of each of Class A, B, C and D Performance Rights.

3. Mr Patrizi holds unquoted Options exercisable at $0.0065 each and expiring 31 December 2020 and 6,250,000 of each of Class A, B, C and D Performance Rights held indirectly by Valtellin Pty Limited ATF Agneii Family Account, of which Mr Patrizi is a director and a beneficiary, respectively.

4. Mr Hardcastle holds unquoted Options exercisable at $0.007 each and expiring 30 November 2020 and 6,250,000 of each of Class A, B, C and D Performance Rights held indirectly by CYM Holdings Pty Ltd , of which Mr Hardcastle is the sole director and shareholder.

4.12 Remuneration of Directors

The Constitution provides that the Directors may be paid for their services as Directors a sum not exceeding such fixed sum per annum as may be determined by the Directors prior to the first annual general meeting of the Company, to be divided among themselves as agreed, and in default of agreement then in equal shares. The maximum aggregate amount of fees payable to Directors is currently set at $200,000 per annum.

A Director may also be paid fees or other amounts as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.

Directors received the following remuneration for the preceding two financial years:

Director	FY	Salary, fees & leave	Share-based payments	TOTAL
David	2018	60,000		60,000
Lenigas1	2017	2,500	290,000	292,500

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Director	FY	Salary, fees & leave	Share-based payments	TOTAL
David Scoggin2	2018	36,000		36,000
	2017	36,000	-	36,000
Scott Patrizi3	2018	36,000	96,000	132,000
	2017	35,356	-	35,356
Shaun Hardcastle4	2018	21,000	92,000	113,000
	2017	-	-	-
Evan	2018	15,000	-	15,000
**Cranston5 **	2017	36,000	-	36,000

Notes:

1. Mr Lenigas was appointed as a Non-Executive Director and Chairman on 12 June 2017 and transitioned to Executive Chairman in August 2018. Mr Lenigas will receive remuneration of $120,000 per annum (including statutory superannuation) as part of his executive role.

2. Mr Scoggin was appointed on 31 March 2016.

3. Mr Patrizi was appointed on 7 July 2016.

4. Mr Hardcastle was appointed on 1 December 2017.

5. Mr Cranston resigned as a Non-Executive Director on 1 December 2017.

4.13 Related party transactions

Except as disclosed in this Prospectus, there are no related party transactions involved in the Offers.

4.14 Interests of other persons

Except as disclosed in this Prospectus, no expert, promoter or other person named in this Prospectus as performing a function in a professional, advisory or other capacity:

• (a) has any interest nor has had any interest in the last two years prior to the date of this Prospectus in the formation or promotion of the Company, the Offers or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offers; or

• (b) has been paid or given or will be paid or given any amount or benefit in connection with the formation or promotion of the Company or the Offers.

Bellanhouse will be paid approximately $5,000 (plus GST) in fees for legal services in connection with the Offers.

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4.15 Expenses of Offers

Estimated expenses of the Offers	$
ASIC lodgement fee & ASX quotation fee	3,300
Legal and preparation expenses	5,000
TOTAL	8,300

4.16 Consents

Chapter 6D of the Corporations Act imposes a liability regime on the Company (as the offeror of Shares under this Prospectus), the Directors, any persons named in the Prospectus with their consent having made a statement in the Prospectus and persons involved in a contravention in relation to the Prospectus, with regard to misleading and deceptive statements made in the Prospectus. Although the Company bears primary responsibility for the Prospectus, the other parties involved in the preparation of the Prospectus can also be responsible for certain statements made in it.

Each of the parties referred to in this Section:

• (a) has not authorised or caused the issue of this Prospectus or the making of the Offers;

• (b) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section; and

• (c) in light of the above, only to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section.

Bellanhouse has given its written consent to being named as the solicitors to the Company in this Prospectus. Bellanhouse has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

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5. Authorisation

This Prospectus is authorised by each of the Directors of the Company.

This Prospectus is signed for and on behalf of Company by:

==> picture [113 x 60] intentionally omitted <==

________ Shaun Hardcastle Non-Executive Director Clancy Exploration Limited

Dated: 24 October 2018

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6. Glossary of Terms

These definitions are provided to assist persons in understanding some of the expressions used in this Prospectus.

$ means Australian dollars.

Acquisition has the meaning given in Section 1.1.

Acquisition Agreement has the meaning given in Section 1.1.

Applicant means a person who submits an Application Form.

Application means a valid application for Shares or Contacio Options made on an Application Form.

Application Form means the relevant application form for an Offer provided by the Company with a copy of this Prospectus.

Application Monies means the amount of money in dollars and cents payable for Shares at $0.003 per Share pursuant to the Share Offer.

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) and where the context permits the Australian Securities Exchange operated by ASX Limited.

Board means the Directors meeting as a board.

Business Day means Monday to Friday inclusive, other than a day that ASX declares is not a business day.

CHESS means ASX Clearing House Electronic Sub-register System.

Closing Date has the meaning given in Section 1.4.

Company means Clancy Exploration Limited (ACN 105 578 756).

Constitution means the constitution of the Company as at the date of this Prospectus.

Contacio means Contacio Cove Pty Ltd (ACN 612 587 461).

Contacio Options means unquoted Options to be issued on the terms and conditions set out in Section 4.2.

Corporations Act means Corporations Act 2001 (Cth).

Directors mean the directors of the Company as at the date of this Prospectus.

Issuer Sponsored means Shares issued by an issuer that are held in uncertified form without the holder entering into a sponsorship agreement with a broker or without the holder being admitted as an institutional participant in CHESS.

Listing Rules means the official listing rules of ASX and any other rules of ASX which are applicable while any Shares are admitted to the Official List, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.

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Offers means the Share Offer and/or the Options Offer, as the context requires.

Official List means the official list of ASX.

Official Quotation means quotation of Shares on the Official List.

Option means the right to acquire one Share in the capital of the Company.

Options Offer means the offer of up to 10,000,000 Contacio Options to Contacio (or its nominees), pursuant to this Prospectus.

Performance Rights means performance rights over Shares issued on the terms and conditions set out in the Company's prospectus dated 17 August 2018.

Prospectus means this prospectus dated 24 October 2018.

Section means a section of this Prospectus.

Securities means any securities, including Shares, Options and Performance Rights, issued or granted by the Company.

Share means an ordinary fully paid share in the capital of the Company.

Share Offer means the offer of up to 1,000 Shares at an issue price of $0.003 each to specific parties on invitation of the Directors, pursuant to this Prospectus.

Share Registry means Security Transfer Australia Pty Ltd (ACN 008 894 488).

Shareholder means a holder of Shares.

Stage 1 Shares has the meaning given in Section 1.1.

WST means Western Standard Time, being the time in Perth, Western Australia.

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