CLANCY EXPLORATION LIMITED ACN 105 578 756

PROSPECTUS

THIS PROSPECTUS IS BEING ISSUED FOR THE OFFER OF 100 SHARES AT AN ISSUE PRICE OF $0.003 PER SHARE.

THIS PROSPECTUS HAS BEEN PREPARED PRIMARILY FOR THE PURPOSE OF SECTION 708A(11) OF THE CORPORATIONS ACT TO REMOVE ANY TRADING RESTRICTIONS ON SHARES ISSUED PRIOR TO THE CLOSING DATE.

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 SHARES OFFERED IN CONNECTION WITH THIS PROSPECTUS ARE OF A SPECULATIVE NATURE.

IMPORTANT INFORMATION

This Prospectus is dated 21 March 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 Shares 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 4.3). The Offer is only available to those who are personally invited to accept the Offer. Applications for Shares under the Offer 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 Offer 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 Offer. 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 Shares 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 (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 Shares offered by this Prospectus should be considered speculative. Potential investors should be aware that subscribing for Shares 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 Non-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

Principal and Registered Address

Suite 23, 513 Hay Street SUBIACO WA 6008

Phone: +61 8 6143 6720 Fax: +61 8 9388 8824 Email: [email protected] Website: www.clancyexploration.com

ASX Codes

Shares: CLY Options: CLYO

Share Registry*

Security Transfer Australia Pty Ltd 770 Canning Highway APPLECROSS WA 6153

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

Auditor*

Walker Wayland WA Audit Pty Ltd Level 2, 129 Melville Parade COMO WA 6252

Solicitors

Bellanhouse 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	21 March 2018
Opening Date and Closing Date of Offer
Issue of Shares pursuant to the Offer and Cadence Shares

* 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.

Section		Page No
1.	Details of the Offer 1
2.	Effect of the Offer 6
3.	Risk factors 7
4.	Additional information 14
5.	Authorisation 22
6.	Glossary of Terms 23

1. Details of the Offer

1.1 Summary of the Offer

The Company is offering, pursuant to this Prospectus, 100 Shares at an issue price of $0.003 each to raise $0.30 (before costs) (Offer).

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

Shares issued under the 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 the Shares under the Offer.

1.2 Previous issue of Shares and court application

On 1 December 2017, the Company announced that it had reached an agreement to acquire 100% of the Hong Kong Gold Project in the Pilbara region of Western Australia from Red Field Pty Ltd (Red Field) in consideration for the issue of 270,000,000 Shares at a deemed issue price of $0.005 per Share (Red Field Shares).

The Red Field Shares were issued to Red Field (or its nominees) on 1 December 2017 without disclosure under Part 6D.2 of the Corporations Act and within the Company's existing 15% placement capacity pursuant to Listing Rule 7.1. The Company subsequently sought and obtained Shareholder ratification for the issue of the Red Field Shares pursuant to Listing Rule 7.4 at the general meeting held on 24 January 2018.

As announced on 21 March 2018, the Company advises that it will shortly file an application with the Federal Court of Australia seeking declaratory relief and ancillary orders relating to the issue of the Red Field Shares and the subsequent offer for sale or sale by subscribers of those Red Field Shares. The Company will keep the market updated accordingly.

1.3 Cadence Shares

As announced on 21 March 2018, the Company has agreed to issue 140,000,000 Shares to Cadence Minerals Plc (Cadence) or its nominees at a deemed price of $0.003 each (Cadence Shares) as compensation for the discovery that a third party has priority over 28 licences of the 200 licences which form part of the Leogang Project. Cadence had previously acquired a 10% interest in the licences held by the Company and plans to proceed with the joint venture on the Leogang Project in respect of the remaining licences (refer to ASX announcements dated 3 July 2017 and 5 September 2017).

The Cadence Shares are expected to be issued on or about 21 March 2018 under the Company's existing placement capacity under Listing Rule 7.1.

1.4 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.

The primary purpose of this Prospectus is 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 Red Field Shares and the Cadence Shares, so that subscribers may, if they choose to, sell the Red Field Shares or Cadence Shares (as applicable) within twelve months from the date of their issue without the issue of a prospectus.

Accordingly, the purpose of this Prospectus is to make the Offer and ensure that any on-sale of Cadence Shares or further on-sale of Red Field Shares does not breach section 707(3) of the Corporations Act.

The Shares issued under the Offer will be issued under the Company's existing placement capacity under Listing Rule 7.1. A total amount of $0.30 will be raised under the Offer. The total estimated expenses of the Offer of $7,500 will be paid by the Company from its cash reserves.

1.5 Closing Date

The Closing Date for the Offer is 21 March 2018. The Company reserves the right, subject to the Corporations Act and the Listing Rules to extend the Closing Date without prior notice. If the Closing Date is varied, subsequent dates may also be varied accordingly.

1.6 Minimum subscription

There is no minimum subscription for the Offer.

1.7 Application Forms

The 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 Company may determine in its discretion whether to accept any or all Applications.

Applications must be made using the 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 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 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 Shares accepted by the Company. The Application Form does not need to be signed to be a binding acceptance of the Shares under the 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 the 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 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 Shares 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 Shares are suitable for them given their investment objectives, financial situation or particular needs; and
(f) acknowledge that the Shares have not, and will not be, registered under the securities laws in any other jurisdictions outside Australia.

1.8 Issue and dispatch

Subject to the Corporations Act and the Listing Rules, the Company intends to issue the Shares under the Offer on or about 21 March 2018. Security holder statements will be dispatched, as soon as possible after the issue of the Shares under the Offer.

1.9 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.

1.10 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 under the 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 received pursuant to this Prospectus.

1.11 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 Shares. If you are broker sponsored, ASX Settlement Pty Limited will send you a CHESS statement. The CHESS statement will set out the number of Shares 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 Shares.

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 Shares 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.

1.12 Residents outside Australia

This Prospectus and an accompanying Application Form do not, and are not intended to, constitute an offer of Shares 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.

1.13 Risk factors

An investment in Shares 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.

1.14 Taxation implications

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

1.15 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 Report for the financial year ended 30 June 2017 lodged with ASX on 25 October 2017 and the Company's Half Yearly Report to 31 December 2017 lodged with ASX on 16 March 2018. The Company has made continuous disclosure notices (i.e. ASX announcements) since the lodgement of its Annual Report on 25 October 2017.

Copies of the Annual Report 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 Offer.

1.16 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 Acceptance, service Shareholders' needs, facilitate distribution payments and corporate communications to Shareholders, 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.

Shareholders 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. 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 Acceptance.

1.17 Enquiries concerning Prospectus

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

2. Effect of the Offer

2.1 Capital structure on completion of the Offer

	Shares	QuotedOptions1	UnquotedOptions2
Balance at the date of thisProspectus	2,984,385,575	1,737,866,179	190,000,000
Cadence Shares to be issued	140,000,000	-	-
To be issued under the Offer	100	-	-
Balance after the Offer3	3,124,385,675	1,737,866,179	190,000,000

Notes: Quoted Options are exercisable at $0.004 each and expiring 9 May 2019.

1. Unquoted Options are comprised of:
- (i) 140,000,000 Options exercisable at $0.004 each and expiring 31 May 2020, 20,000,000 of which are held by the former Company Secretary, Rowan Caren, and which the Company has agreed to cancel on or about the date of this Prospectus;
- (ii) 20,000,000 Options exercisable at $0.007 each and expiring 30 November 2020; and
- (iii) 30,000,000 Options exercisable at $0.0065 each and expiring 30 December 2020.
1. Assumes no further Securities are issued by the Company and no Options are converted to Shares.

2.2 Financial effect of the Offer

After paying the expenses of the Offer of approximately $7,500, there will be no proceeds from the Offer. The expenses of the Offer (exceeding $0.30) will be met from the Company's existing cash reserves. The Offer will have an effect on the Company's financial position of reducing the cash balance by $7,499.70, being receipt of funds of $0.30, less expenses of the Offer of $7,500.

Please refer to Section 4.14 for further details on the estimated expenses of the Offer.

2.3 Effect of the Offer on control of the Company

The Company is of the view that the Offer 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 Offer.

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 Offer.

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) 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

(a) 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, 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.

(b) Permits

The Company's operations in Austria 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.

(c) Government regulation of the mining industry

The Austrian 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 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.

(d) 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 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 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 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 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 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 Shares offered under this Prospectus.

Therefore, the Shares 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 Shares.

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 Shares.

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.

(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 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 4.3 below). Copies of all documents announced to the ASX can be found at www.asx.com.au under the code CLY.

4.3 Copies of documents

1 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 Offer a copy of:

(a) the Annual Report for the period ending 30 June 2017 lodged with ASX on 25 October 2017 (Annual Financial Report);
(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
21/03/2018	Corporate Update and Cleansing Prospectus
16/03/2018	Half Yearly Accounts
13/03/2018	Suspension fro1m Official Quotation
1/02/2018	Change of Company Secretary
30/01/2018	Appendix 3B
30/01/2018	Change of Director's Interest Notice - S Patrizi
30/01/2018	Quarterly Activities and Cashflow Report
25/01/2018	Becoming a substantial holder
24/01/2018	Results of Meeting
20/12/2017	Notice of General Meeting/Proxy Form
15/12/2017	Appendix 3B
11/12/2017	Exploration to Commence at Hong Kong Gold Project
1/12/2017	Final Director's Interest Notice
1/12/2017	Initial Director's Interest Notice

Date Lodged	Subject of Announcement
1/12/2017	Appendix 3B
1/12/2017	Board Change
1/12/2017	Acquisition of Highly Prospective Pilbara Gold Project
30/11/2017	Results of Meeting
31/10/2017	Quarterly Activities and Cash Flow Report
26/10/2017	Notice of Annual General Meeting/Proxy Form
25/10/2017	Corporate Governance Statement and Appendix 4G
25/10/2017	Annual Report to shareholders

The following documents are available for inspection throughout the period of the Offer 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 4.15 and the consents provided by the Directors to the issue of this Prospectus.

4.4 Information excluded from continuous disclosure notices

Other than as set out below, 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.

The Company advises that as at the date of this Prospectus, it is in advanced negotiations with a third party regarding the potential acquisition of a cobalt project. The negotiations are incomplete and confidential and there can be no certainty that any agreement will be reached, or that any transaction will eventuate. If such a transaction does eventuate, it will be subject to receipt of any relevant approvals, including Shareholder approval (if required). The Company will make a further announcement in the event the negotiations complete and an agreement is executed.

4.5 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.

4.6 Market price of Shares

The latest available closing market sale price of Shares on ASX prior to the date of lodgement of this Prospectus with ASIC was $0.003 on 12 March 2018. The Company's Shares were suspended from trading on 13 March 2018.

The highest and lowest market sale prices of the Shares on ASX during the 3 months immediately preceding the date the Company's Shares were placed into a trading halt and subsequently suspended from trading, and the respective dates of those sales were:

Highest: $0.005 per Share on 13, 14, 15, 18, 19, 20 and 22 December 2017 and 3, 5, 8, 9, 10, 12, 15, 16, 17, 18, 19, 22, 23 and 25 January 2018

Lowest: $0.003 per Share on 6 and 20 February and 5, 7, 8 and 12 March 2018

4.7 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.

4.8 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	195,630,679	6.56%
Troca Enterprises Pty Ltd	157,797,774	5.29%

4.9 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.

4.10 Directors' interests in Company Securities

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

Directors	Shares	Voting power	Options
David Lenigas1	-	-	100,000,000
David Scoggin	-	-	-
Scott Patrizi2	-	-	30,000,000

Directors	Shares	Voting power	Options
Shaun Hardcastle3	-	-	20,000,000

Notes:

1. Mr Lenigas holds unquoted Options exercisable at $0.004 each and expiring 31 May 2020.
1. Unquoted Options exercisable at $0.0065 each and expiring 31 December 2020 held indirectly by Valtellin Pty Limited ATF Agneii Family Account, of which Mr Patrizi is a director and a beneficiary, respectively.
1. Unquoted Options exercisable at $0.007 each and expiring 30 November 2020 held indirectly by CYM Holdings Pty Ltd <GCM A/C>, of which Mr Hardcastle is the sole director and shareholder.

4.11 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.

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

Director	FY	Salary, fees &leave	Share-basedpayments	TOTAL
David	2017	2,500	290,000	292,500
Lenigas1	2016	-	-	-
DavidScoggin2	2017	36,000	-	36,000
	2016	9,000	-	9,000
Scott	2017	35,356	-	35,356
Patrizi3	2016	-	-	-
ShaunHardcastle4	2017	-	-	-
	2016	-	-	-

Notes:

1. Mr Lenigas was appointed on 12 June 2017.
1. Mr Scoggin was appointed on 31 March 2016.
1. Mr Patrizi was appointed on 7 July 2016.
1. Mr Hardcastle was appointed on 1 December 2017.

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

Director	FY	Salary, fees& leave	Superannuation	Nonmonetarybenefits	TOTAL
Evan	2017	36,000	-	-	36,000
Cranston1	2016	36,000	-	-	36,000
NathanFeatherby2	2017	-	-	-	-
	2016	48,000	-	-	48,000
Gordon	2017	-	-	-	-
Barnes3	2016	186,826	20,322	13,847	220,995
MichaelEtheridge4	2017	-	-	-	-
	2016	25,000	-	2,375	27,375

Notes:

1. Mr Cranston resigned as a Non-Executive Director on 1 December 2017.
1. Mr Featherby resigned as Non-Executive Director and Chairman on 7 July 2016. Mr Featherby's fees include $12,000 consultancy fees.
1. Mr Barnes resigned as Managing Director on 31 March 2016. Consulting fees paid or payable to Mr Barnes for the period subsequent to his resignation totalled $11,468. Accrued leave for the year is presented on an accruals basis and an amount of $14,174 was paid out upon termination. Long-service leave for the year is presented on an accruals basis and an amount of $21,954 was paid out upon termination.
1. Dr Etheridge resigned as Non-Executive Director and Chairman on 26 November 2015.

4.12 Related party transactions

There are no related party transactions involved in the Offer.

4.13 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 Offer or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; 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 Offer.

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

4.14 Expenses of Offer

Estimated expenses of the Offer	$
ASIC lodgement fee & ASX quotation fee	2,500
Legal and preparation expenses	5,000
TOTAL	7,500

4.15 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 Offer;
(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.

6. Glossary of Terms

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

$ means Australian dollars.

Acceptance means a valid Application for Shares made pursuant to this Prospectus on an Application Form.

Applicant means a person who submits an Application Form.

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

Application Form means the Application Form 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 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.

Cadence means Cadence Minerals Plc (formerly Rare Earth Minerals Plc) (Company No. 05234262. Registered in England and Wales).

Cadence Shares has the meaning given in Section 1.3.

CHESS means ASX Clearing House Electronic Sub-register System.

Closing Date has the meaning given in Section 1.5.

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

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

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.

Offer has the meaning given in Section 1.1.

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.

Prospectus means this prospectus dated 21 March 2018.

Red Field means Red Field Pty Ltd (ACN 009 260 682).

Red Field Shares has the meaning given in Section 1.2.

Section means a section of this Prospectus.

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

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

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

Shareholder means a holder of Shares.

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