RAREX LIMITED — Capital/Financing Update 2019

Aug 4, 2019

5 August 2019

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ASX / MEDIA ANNOUNCEMENT

CONVERSION OF PERFORMANCE RIGHTS

Clancy Exploration Limited (ASX: CLY) (“ Clancy ” or “ the Company ”) advises that 15,500,000 Class A Performance Rights have been converted into 15,500,000 fully paid ordinary shares of the Company.

On 20 August 2018, the Class A Performance Rights were issued to Directors following approval by Shareholders at a meeting held on 3 August 2018. The Class A Performance Rights converted on the vesting date being 12 months after Shareholder approval providing the holder did not resign from the Board before he vesting date.

The Section 708A(5)(e) notice, Appendix 3B and Appendix 3Ys in respect to the securities issued are appended to this announcement.

Clancy Exploration Limited www.clancyexploration.com

Suite 23, 513 Hay Street, Subiaco WA 6008 Ph: 08 6143 6720 ACN: 105 578 756

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B 0+10

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

CLANCY EXPLORATION LIMITED

ABN

65 105 578 756

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Fully paid ordinary shares
	15,500,000
	Fully paid ordinary shares

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted+securities? If the additional+securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)	Yes
	Nil
	Conversion of performance rights following successful completion of milestone
	Yes
	30 November 2018
	Nil
	Nil
	Nil

6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	15,500,000 (exception 4)
	N/A
	N/A
	See Annexure 1
	5 August 2019
	Number	~~+~~Class
	3,519,887,675	ORD

• See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

9 Number and+class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)	Number	+Class
	120,000,000 20,000,000 30,000,000 10,000,000 15,500,000 15,500,000 15,500,000	Options to acquire ordinary shares, at $0.004 each expiring 31 May 2020 Options to acquire ordinary shares, at $0.007 each expiring 30 November 2020 Options to acquire ordinary shares, at $0.0065 each expiring 30 December 2020 Options exercisable at $0.005 each expiring 24 October 2020 Performance rights vesting 12 months after the date that the 10 day VWAP for CLY shares on the ASX is $0.01 or higher within 3 years from the date of issue, provided that the holder does not resign from the Board before the vesting date Performance rights vesting 12 months after the date that the 10 day VWAP for CLY shares on the ASX is $0.015 or higher within 3 years from the date of issue, provided that the holder does not resign from the Board before the vesting date Performance rights vesting 12 months after the date that the 10 day VWAP for CLY shares on the ASX is $0.02 or higher within 3 years from the date of issue, provided that the holder does not resign from the Board before the vesting date

• 10 Dividend policy (in the The Company currently has no dividend policy. case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

• 11 Is security holder approval required? 12 Is the issue renounceable or non-renounceable? 13 Ratio in which the[+] securities will be offered 14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements

N/A N/A N/A N/A N/A

16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements _in full_through a broker? 31 How do security holders sell_part_of their	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

entitlements through a broker and accept for the balance?

32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date

N/A

N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of[+] securities ( tick one ) (a) +Securities described in Part 1

(b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of[+] securities for which N/A +quotation is sought 39 +Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in N/A all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation N/A now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number +Class 42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

Quotation agreement

1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Company secretary

Date: 5 August 2019

Print name: Oonagh Malone

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid [+] ordinary 3,124,385,675
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following: 250,000,000 (20 August 2018)
• Number of fully paid [+] ordinary securities 130,000,000 (24 October 2018)
issued in that 12 month period under an
exception in rule 7.2 15,500,000 (5 August 2019)
• Number of fully paid [+] ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid [+] ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid [+] ordinary Nil
securities cancelled during that 12 month
period
“A” 3,519,887,675
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• See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	527,982,851
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	1,000 (20 August 2018) 1,000 (24 October 2018)
“C”	2,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	527,982,851
Subtract“C” Note: number must be same as shown in Step 3	2,000
Total[“A” x 0.15] – “C”	527,980,851 [Note: this is the remaining placement capacity under rule 7.1]

placement capacity under rule 7.1
“A” x 0.15	527,982,851
Note: number must be same as shown in
Step 2
Subtract“C”	2,000
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	527,980,851
	[Note: this is the remaining placement
	capacity under rule 7.1]

Part 2

Part 2	Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	3,519,885,675
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	351,988,568
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	Nil
“E”	Nil

• See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	351,988,568
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	351,988,568 Note: this is the remaining placement capacity under rule 7.1A

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ASX / MEDIA ANNOUNCEMENT

5 August 2019

Notice under section 708A(5)(e) of the Corporations Act 2001

This notice is given by Clancy Exploration Limited (“ Issuer ”) under section 708A(5)(e) of the Corporations Act 2001 (“ Act ”).

The Issuer today issued 15,500,000 fully paid ordinary shares (“ Share ”) at a nil issue price per Share following the conversion of unquoted performance rights.

The Issuer advises that:

• (a) the Shares were issued without disclosure to investors under Part 6D.2 of the Act;

• (b) this notice is being given under section 708A(5)(e) of the Act;

• (c) as a disclosing entity, the Issuer is subject to regular reporting and disclosure obligations;

• (d) as at the date of this notice, the Issuer has complied with:

• (i) the provisions of Chapter 2M of the Act, as they apply to the Issuer; and

• (ii) section 674 of the Act; and

• (e) as at the date of this notice, there is no information that is “excluded information” within the meanings of sections 708A(7) and 708A(8) of the Act.

Yours sincerely

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Oonagh Malone Company Secretary

Clancy Exploration Limited www.clancyexploration.com

Suite 23, 513 Hay Street, Subiaco WA 6008 Ph: 08 6143 6720 ACN: 105 578 756

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity	CLANCY EXPLORATION LIMITED
ABN	65 105 578 756

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Shaun Hardcastle
Date of last notice	27 August 2018

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances givingrise to the relevant interest.	Held by Rod Dog Pty Ltd of which Mr Hardcastle is a director and beneficiary.
Date of change	5 August 2019
No. of securities held prior to change	• 20,000,000 unquoted options exercisable at $0.007 each and expiring on 30 November 2020 • 6,250,000 unquoted performance rights vesting on 3 August 2019, provided that the holder does not resign from the Board before the vesting date • 6,250,000 unquoted performance rights vesting 12 months after the date that the 10 day VWAP for CLY shares on the ASX is $0.01 or higher within 3 years from the date of issue, provided that the holder does not resign from the Board before the vesting date • 6,250,000 unquoted performance rights vesting 12 months after the date that the 10 day VWAP for CLY shares on the ASX is $0.015 or higher within 3 years from the date of issue, provided that the holder does not resign from the Board before the vesting date • 6,250,000 unquoted performance rights vesting 12 months after the date that the 10 day VWAP for CLY shares on the ASX is $0.02 or higher within 3 years from the date of issue, provided that the holder does not resign from the Board before the vesting date
Class	Fully paid ordinary shares

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Number acquired	6,250,000
Number disposed	6,250,000 unquoted performance rights
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
No. of securities held after change	• 6,250,000 fully paid ordinary shares • 20,000,000 unquoted options exercisable at $0.007 each and expiring on 30 November 2020 • 6,250,000 unquoted performance rights vesting 12 months after the date that the 10 day VWAP for CLY shares on the ASX is $0.01 or higher within 3 years from the date of issue, provided that the holder does not resign from the Board before the vesting date • 6,250,000 unquoted performance rights vesting 12 months after the date that the 10 day VWAP for CLY shares on the ASX is $0.015 or higher within 3 years from the date of issue, provided that the holder does not resign from the Board before the vesting date • 6,250,000 unquoted performance rights vesting 12 months after the date that the 10 day VWAP for CLY shares on the ASX is $0.02 or higher within 3 years from the date of issue, provided that the holder does not resign from the Board before the vesting date
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Conversion of unquoted performance rights on successful completion of milestone.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity	CLANCY EXPLORATION LIMITED
ABN	65 105 578 756

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Scott Patrizi
Date of last notice	27 August 2018

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances givingrise to the relevant interest.	Held by Valtellin Pty Ltd ATF Agneii Family Trust of which Mr Patrizi is a director and beneficiary.
Date of change	5 August 2019
No. of securities held prior to change	• 30,000,000 unquoted options exercisable at $0.0065 each and expiring on 31 December 2020 • 6,250,000 unquoted performance rights vesting on 3 August 2019, provided that the holder does not resign from the Board before the vesting date • 6,250,000 unquoted performance rights vesting 12 months after the date that the 10 day VWAP for CLY shares on the ASX is $0.01 or higher within 3 years from the date of issue, provided that the holder does not resign from the Board before the vesting date • 6,250,000 unquoted performance rights vesting 12 months after the date that the 10 day VWAP for CLY shares on the ASX is $0.015 or higher within 3 years from the date of issue, provided that the holder does not resign from the Board before the vesting date • 6,250,000 unquoted performance rights vesting 12 months after the date that the 10 day VWAP for CLY shares on the ASX is $0.02 or higher within 3 years from the date of issue, provided that the holder does not resign from the Board before the vesting date
Class	Fully paid ordinary shares

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Number acquired	6,250,000
Number disposed	6,250,000 unquoted performance rights
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
No. of securities held after change	• 6,250,000 fully paid ordinary shares • 30,000,000 unquoted options exercisable at $0.0065 each and expiring on 31 December 2020 • 6,250,000 unquoted performance rights vesting 12 months after the date that the 10 day VWAP for CLY shares on the ASX is $0.01 or higher within 3 years from the date of issue, provided that the holder does not resign from the Board before the vesting date • 6,250,000 unquoted performance rights vesting 12 months after the date that the 10 day VWAP for CLY shares on the ASX is $0.015 or higher within 3 years from the date of issue, provided that the holder does not resign from the Board before the vesting date • 6,250,000 unquoted performance rights vesting 12 months after the date that the 10 day VWAP for CLY shares on the ASX is $0.02 or higher within 3 years from the date of issue, provided that the holder does not resign from the Board before the vesting date
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Conversion of unquoted performance rights on successful completion of milestone.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity	CLANCY EXPLORATION LIMITED
ABN	65 105 578 756

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	David Scoggin
Date of last notice	27 August 2019

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Held by Evo Fund over which Mr Scoggin has discretion over investment decisions and voting rights.
Date of change	3 August 2019
No. of securities held prior to change	• 3,000,000 unquoted performance rights vesting on 3 August 2019, provided that the holder does not resign from the Board before the vesting date • 3,000,000 unquoted performance rights vesting 12 months after the date that the 10 day VWAP for CLY shares on the ASX is $0.01 or higher within 3 years from the date of issue, provided that the holder does not resign from the Board before the vesting date • 3,000,000 unquoted performance rights vesting 12 months after the date that the 10 day VWAP for CLY shares on the ASX is $0.015 or higher within 3 years from the date of issue, provided that the holder does not resign from the Board before the vesting date • 3,000,000 unquoted performance rights vesting 12 months after the date that the 10 day VWAP for CLY shares on the ASX is $0.02 or higher within 3 years from the date of issue, provided that the holder does not resign from the Board before the vesting date

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Class	Fully paid ordinary shares
Number acquired	3,000,000
Number disposed	3,000,000 unquoted performance rights
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
No. of securities held after change	• 3,000,000 fully paid ordinary shares • 3,000,000 unquoted performance rights vesting 12 months after the date that the 10 day VWAP for CLY shares on the ASX is $0.01 or higher within 3 years from the date of issue, provided that the holder does not resign from the Board before the vesting date • 3,000,000 unquoted performance rights vesting 12 months after the date that the 10 day VWAP for CLY shares on the ASX is $0.015 or higher within 3 years from the date of issue, provided that the holder does not resign from the Board before the vesting date • 3,000,000 unquoted performance rights vesting 12 months after the date that the 10 day VWAP for CLY shares on the ASX is $0.02 or higher within 3 years from the date of issue, provided that the holder does not resign from the Board before the vesting date
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestmentplan, participation in buy-back	Conversion of performance rights following successful completion of milestone.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3