FMR RESOURCES LIMITED - Capital/Financing Update 2015

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ABN: 29 107 371 497

OFFER DOCUMENT FOR PRO-RATA ENTITLEMENT RIGHTS ISSUE

For a pro rata non-renounceable rights issue offer of 1 New Share for every 1 Existing Share at an Issue Price of A$0.03 per New Share to raise up to $1.1 million (before expenses).

Applications under the Rights Issue must be lodged by 5.00pm (Perth Time) on 31 March 2015.

This Offer Document is provided for information purposes and is not a prospectus or other form of disclosure document. It does not contain all of the information that an investor may require to make an investment decision and it does not contain all of the information which would otherwise be required by Australian law or any other law to be disclosed in a prospectus.

This is an important document that requires your immediate attention. You should read this document in its entirety before making any investment decisions.

If you are unsure as to how to deal with this Offer, you should seek independent financial, taxation or other professional advice.

Key Statistics

Offerpricefor NewShares	A$0.03 pershare
Maximum number of New Shares to be issued	Up to 36,685,000
Entitlement	1 NewShareforevery existing1Share
Maximum Gross proceeds of issue	Up to $1,100,550
Offer closes	5.00pm (Perth Time) on 31 March 2015

Key Dates

The following are key indicative dates relating to the Offer that you need to be aware of:

Action	2015
Offer announced and Appendix 3B and section 708AA notice lodged with ASX	6 March
Company sends notice containing information in Appendix 3B to shareholders	10 March
Shares trade ex-entitlements	11 March
Record Date	13 March
Offer Document and Acceptance Form despatched to eligible shareholders and lodged with the ASX	16 March
Closing date for acceptances	31 March
Deferred settlement trading	1 April
Notify ASX of under-subscriptions	2 April
Issue of new securities	7 April
Holding statements are despatched to shareholders and deferred settlement ends	8 April
Normal trading for new shares commences	8 April

Note: This timetable is indicative only and subject to change. Subject to the Corporations Act and ASX Listing Rules, Orrex Resources reserves the right to vary the dates and times in connection with the Rights Issue, including the Closing Date, without prior notice.

Important Notice

This Offer Document is for a rights issue of continuously quoted securities (as defined in the Corporations Act) of Orrex Resources and is provided for information purposes. The Offer Document is not a prospectus or other form of disclosure document. It does not contain all of the information that an investor may require to make an investment decision and it does not contain all of the information which would otherwise be required by Australian law or any other law to be disclosed in a prospectus. The information in this Offer Document is not intended to be comprehensive and should be read in conjunction with the more detailed information released by Orrex Resources under its continuous disclosure obligations.

This Offer Document is dated 6 March 2015.

This is an important document

It is important that you carefully read this Offer Document in its entirety before deciding to invest in Orrex Resources and, in particular, that you consider the risk factors that could affect the financial performance of Orrex Resources. In addition to the general risks applicable to all investments in listed companies, there are specific risks associated with an investment in Orrex Resources. These risks are discussed in section 1.12 of this Offer Document. You should carefully consider these factors in light of your personal circumstances (including financial and taxation issues) and seek professional advice from your accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest.

Disclaimer

No person is authorised to give any information or to make any representation in connection with the Offer that is not contained in this Offer Document. Any information or representation not contained in this Offer Document may not be relied on as having been authorised by Orrex Resources in connection with the Offer. Neither Orrex Resources nor any other person warrants the future performance of Orrex Resources or any return on any investment made under this Offer Document, except as required by law and then only to the extent so required.

Foreign Shareholders

This Offer Document contains an Offer only to persons (including individuals and corporate entities) with registered addresses in Australia or New Zealand. The Offer is not extended to, and no New Shares are offered or will be issued to, persons with registered addresses outside of Australia or New Zealand. Orrex Resources considers it unreasonable to extend the Offer to any Shareholders with registered addresses in jurisdictions outside Australia and New Zealand having regard to the fact that at the date of this Offer Document, there are no such Shareholders and, if at the Record Date, there were any such Shareholders, the small number and value of the New Shares that would be offered in such jurisdictions and the cost of complying with the legal and regulatory requirements in those jurisdictions.

Foreign jurisdictions and restrictions on the distribution of this Offer Document

This Offer Document and accompanying Entitlement and Acceptance Form do not, and are not intended to, constitute an offer of New Shares in any place outside Australia or New Zealand. The distribution of this Offer Document and the accompanying Entitlement and Acceptance Form outside of Australia or New Zealand may be restricted by law and persons who come into possession of this Offer Document and the accompanying Entitlement and Acceptance Form should seek advice on and observe those restrictions. Any failure to comply with those restrictions may constitute a violation of applicable securities laws. Neither this Offer Document nor the accompanying Entitlement and Acceptance Form may be sent or passed to persons outside Australia or New Zealand or otherwise distributed outside Australia or New Zealand.

In particular, the Offer has not been, and will not be, registered under the US Securities Act or the securities laws of any state of the United States and is not being made in the United States or to persons resident in the United States. Without limitation, neither this Offer Document nor the accompanying Entitlement and Acceptance Form may be sent to investors in the United States or otherwise distributed in the United States.

The New Shares being offered to residents of New Zealand under this Offer Document are offered in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). This Offer Document is not an investment statement or prospectus under New Zealand law and may not contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

Privacy

Orrex Resources collects information about each applicant provided on an Entitlement and Acceptance Form for the purposes of processing the application and, if the application is successful, to administer the applicant’s security holding in the Company.

By submitting an Entitlement and Acceptance Form, each applicant agrees that the Company may use the information provided by an applicant on the Entitlement and Acceptance Form for the purposes set out in this section and may disclose it for those purposes to the share registry, the Company’s related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities.

If you do not provide the information required on the Entitlement and Acceptance Form, the Company may not be able to accept or process your application. An applicant has a right to gain access to the information that the Company holds about that person subject to certain exemptions under law. A fee may be charged for access. Requests for access to such information must be made in writing to the Company’s registered office.

Defined terms and abbreviations

Terms and abbreviations used in this Offer Document are defined in section 3 of this Offer Document.

Application for New Shares

If you wish to apply for New Shares, you must complete and return the personalised Entitlement and Acceptance Form which accompanies this Offer Document by the Closing Date. If you have not received a personalised Entitlement and Acceptance Form, please contact Security Transfer Registrars on +61 8 9315 2333 between 8.30am to 5.00pm (Perth Time) Monday to Friday during the Offer Period.

Letter to Shareholders

6 March 2015

Dear Shareholder

On behalf of the Board of Orrex Resources Limited, I am pleased to provide you with the entitlement to participate in the pro-rata non-renounceable Rights Issue to issue up to 36,685,000 new shares (assuming no existing options are exercised) at an issue price of A$0.03 cents per share to raise approximately $1.1 million.

Under the Rights Issue, Eligible Shareholders have an entitlement to subscribe for 1 New Share for every 1 Existing Share held at the Record Date at an issue price of A$0.03 per share.

The funds raised will permit the Company to further develop its exploration assets and facilitate a greater ability to secure new projects.

The Rights Issue is not underwritten.

All shareholders with a registered address in Australia and New Zealand as at the Record Date are eligible to participate in the Rights Issue.

How to Take Up the Offer

Eligible Shareholders should read and refer to the instructions and information contained within the Offer Document in its entirety and have regard to the timetable at page 2 for the timing of specific actions. A personalised Entitlement and Acceptance Form accompanies the Offer Document. You should read and refer to the instructions and information in their entirety and have regard to the timing in that letter for specific actions.

If you are unsure about any aspects of the Offer or its merits, we would encourage you to consult your financial adviser.

We commend the Rights Issue to you and recommend your participation.

Yours sincerely

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Mr Mark Stowell Chairman

1. DETAILS OF THE RIGHTS ISSUE

1.1 The Offer

Orrex Resources is making a non-renounceable pro rata entitlements rights issue to Shareholders on the basis of 1 New Share for every 1 Existing Share held as at the Record Date (7pm Perth Time 13 March 2015). Rights Issue shares will be offered at an issue price of A0.03 cents per share. As a nonrenounceable offer, Shareholders may not sell or otherwise dispose of their rights to apply for New Shares under the Offer.

Orrex Resources currently has on issue 36,685,000 Shares and expects that the maximum number of New Shares which may be issued under the Rights Issue to be 36,685,000 to raise $1,100,550 (before costs of issue) based on the current capital structure of the Company.

Where the determination of the entitlement of any Eligible Shareholder results in a fraction of a Rights Issue share, such fraction will be rounded up to the nearest whole share.

Orrex Resources reserves the right to not proceed with the Rights Issue at any time before the issue of New Shares to Eligible Shareholders. If the Rights issue does not proceed, the Company will return all application monies as soon as practicable after giving notice of its withdrawal, without interest.

The expected dates for issue of New Shares and dispatch of holding statements is expected to occur on the dates specified in the timetable set out on page 2 of this document under the heading ‘Key Dates’.

1.2 Eligible Shareholders

The Rights Issue is non-renounceable and is available to all Eligible Shareholders who are Shareholders with a registered address in Australia or New Zealand and who are registered as holders of Shares as at the Record Date (as detailed in the timetable on page 2). Shareholders as at the Record Date with a registered address outside of Australia or New Zealand will not be eligible to participate in the Rights Issue.

The Company has decided that it is unreasonable to make the Offer to Shareholders outside Australia or New Zealand having regard to the small number of Shareholders with addresses outside these countries, the small number and value of the Shares they hold and the cost of complying with the legal requirements and the requirements of the regulatory authorities in each of the countries concerned.

1.3 Purpose of Rights Issue

The funds raised will permit the Company to further develop its exploration assets and facilitate a greater ability to secure new projects.

1.4 No Underwriting

The Rights Issue is not underwritten.

1.5 Entitlements

Only Eligible Shareholders may apply for New Shares under the Offer. The number of New Shares to which an Eligible Shareholder is entitled is shown on the personalised Entitlement and Acceptance Form. Applicants are encouraged to apply for New Shares as early as possible. To apply for the Shares under the Offer, Eligible Shareholders must complete the personalised Entitlement and Acceptance Form accompanying this Offer Document and lodge it together with payment for the Shares by no later than the Closing Date. Please refer to Section 2 of this Offer Document for further information regarding acceptance of the Offer.

1.6 Closing Date

Orrex Resources will accept applications from the Opening Date until 5.00pm (Perth time) on 31 March 2015 or such other date as the Directors in their absolute discretion may determine, subject to the requirements of the Corporations Act 2001 and the ASX Listing Rules.

1.7 Issue of New Shares

New Shares under the Rights Issue are expected to be issued by 7 April 2015 (subject to variation at the discretion of the Company). Orrex Resources expects to dispatch holding statements for the New Shares by 8 April 2015. The New Shares will be fully paid and, upon issue, rank equally with existing Shares in Orrex Resources.

1.8 ASX Quotation

Application for official quotation by ASX of the New Shares offered under this Offer Document has been made. If permission for quotation is not granted by ASX, the shares will not be allotted and Application Monies will be refunded (without interest) as soon as practicable. The fact that ASX may grant official quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares now offered for subscription.

1.9 Foreign Shareholders

This Offer Document does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. The Offer is not being extended (and accordingly Entitlement and Acceptance Forms will not be sent), and New Shares will not be issued or allotted, to any Shareholders with registered addresses outside of Australia and New Zealand.

Shareholders with a registered address in Australia or New Zealand who hold Shares on behalf of persons who are not resident in Australia or New Zealand are responsible for ensuring that taking up the New Shares under the Offer does not breach securities laws in the relevant overseas jurisdictions. Laws may restrict the distribution of this Offer Document and the accompanying Entitlement and Acceptance Form outside of Australia and New Zealand and persons who come into possession of this Offer Document and the accompanying Entitlement and Acceptance Form should seek advice on and observe those restrictions. Any failure to comply with those restrictions may constitute a violation of applicable securities laws.

1.10 Shortfall Shares

Subject to the Corporations Act and the requirements of the ASX Listing Rules, the Directors have reserved the right to place some or all of any Shortfall arising from Eligible Shareholders applying for less than their Entitlement under the Offer, at their discretion within 2 months of the Opening Date of the Offer. The Directors may, at their discretion, place the Shortfall with Eligible Shareholders or other investors, subject to the Corporations Act and ASX Listing Rules, and may make this offer pursuant to this Offer Document. The issue of any Shares comprising the Shortfall will be at the discretion of the Directors.

1.11 Effect of Rights Issue

Effect on Capital Structure

If the Rights Issue under this Rights Issue Offer Document is fully subscribed the capital structure of the Company will be as follows:

Number of Shares	Contributed Equity	$
36,685,000	Ordinary Shares on issue priortoRightsIssue (i)	5,998,453
36,685,000	New Shares to be issued under this Rights Issue Offer Document (i)	1,093,550

73,370,000		7,092,003

(i) It is assumed that no existing Options are exercised and that no further Shares are issued by the Company on or before the Record Date.

The Company will raise approximately $1,100,550 (before costs) under the Rights Issue and the costs of the Rights Issue are estimated to be approximately $7,000.

The Company has the following Options on issue:

Exercise period Exercise Price	Number of Options
On or before 11 April 2015 $0.30 On or before 30 November 2018 $0.05	5,000,000 1,500,000
	6,500,000

The Options on issue carry no right to participate in the Rights Issue unless the Options are exercised before the Record Date.

The audit reviewed Balance Sheet of the Company as at 31 December 2014 and a Pro-Forma Balance Sheet at that date based on the completion of the Rights Issue are set out below.

Current Assets Cash and cash equivalents Trade and other receivables Total Current Assets Non Current Assets Exploration assets Total Non Current Assets Total Assets Current Liabilities Trade and other payables Total Current Liabilities Total Liabilities Net Assets Equity Contributed Equity Reserves Accumulated Losses Total Equity	Audit Reviewed Balance sheet as at 31/12/2014 $ 1,499,586 17,541 1,517,127 378,189 378,189 1,895,316 33,024 33,024 33,024 1,862,292 5,998,453 356,799 (4,492,960) 1,862,292	Pro-forma Balance sheet as at 31/12/2014 $ 2,593,136 17,541
		2,610,677
		378,189
		378,189
		2,988,866
		33,024
		33,024
		33,024
		2,955,842
		7,092,003 356,799 (4,483,247)
		2,955,842

The above Pro Forma Balance Sheet has been prepared on the basis of the following:

(1) no existing Options are exercised prior to the Record Date, and the Company does not issue any Shares from the date of this Rights Issue Offer Document to the Record Date;

(2) the Rights Issue is fully subscribed; and

(3) expenses of the Rights Issue are estimated at $7,000 (which are written off against the Contributed Equity account).

1.12 Risks

An investment in New Shares should be regarded as speculative. Any investment in Orrex Resources involves general risks associated with an investment in shares quoted by ASX. There are also a number of other risk factors, both specific to Orrex Resources and of a general nature, which may affect the future operating and financial performance of Orrex Resources and the value of an investment in Orrex Resources.

Eligible Shareholders should consider these risk factors and should consult their stockbroker, accountant, lawyer or other professional adviser before deciding whether to subscribe for New Shares under the Offer.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed:

Economic conditions

Adverse changes in economic conditions such as interest rates, exchange rates, inflation, government policy, international economic conditions and employment rates amongst others are outside the Company’s control and have the potential to have an adverse impact on the Company and its operations.

Stock Market Fluctuations

There are risks associated with any investment in a company listed on the ASX. The value of Shares may rise above or fall below the current share price depending on the financial and operating performance of the Company and external factors over which the Company and Directors have no control.

These factors include:

Economic conditions in Australia and overseas which may have a negative impact on equity capital markets;
Changing investor sentiment in the local and international stock markets;
Changes in domestic or international fiscal, monetary, regulatory and other government policies; and
Developments in general conditions in the markets in which the Company proposes to operate and which may impact on the future value and pricing of shares.

Regulatory and Sovereign Risks

The Company is exposed to any changes in the regulatory conditions and sovereign risks under which it operates in Australia. Such changes can include for instance, changes in:

Title and tenure;
Taxation laws and policies;
Accounting laws, policies, standards and practices; and
Environmental laws and regulations that may impact upon the operation and processes of the Company

Company Specific Risks

1. Gold and other metals prices

Gold and other metals prices Iron ore prices significantly impact on the values of exploration properties, profitability and leases held by the company. Continued low gold and other metals prices may have a materially adverse effect on the Company’s share price.

2. Environmental Risks

Extensive national environmental laws and regulations in Australia will affect the operations of the Company. The laws and regulations set various standards which regulate certain aspects of health and environmental quality, provide penalties or other remedies for any violation of standards and, in certain circumstances, impose obligations to undertake remedial action in current locations where operations are conducted.

3. Reliance on key personnel

The responsibility for overseeing day to day operations and the strategic management of the Company is concentrated amongst a small number of key personnel. While it is not currently anticipated, one or any number of these key personnel may cease employment with the Company. The loss of any such key employees of the Company could have the potential to have a detrimental impact on the Company until the skills that are lost are adequately replaced. A change in the individuals which make up the Board of the Company could have the potential to have a detrimental impact on the Company.

4. Uncertainty of development of projects and exploration

Development activities and exploration are highly speculative, involve many risks and may be unsuccessful. The Company’s ability to sustain or increase its levels of production in the long term is dependent on the success of exploration and development projects. As a result of the uncertainties involved in these activities, the development of projects may not occur which would adversely affect the Company’s results of operations and its financial condition.

5. Acquisition Risks

The Company may seek potential acquisitions or new investments. Any acquisitions or investments would be subject to risks normally associated with such transactions.

1.13 Substantial Shareholders

The following table sets out persons known to the Company (through substantial shareholder notices filed with the ASX) to hold voting power (as defined in the Corporations Act) of more than 5% of its Shares as of the date of this Offer Document

Shareholder	Number of shares	Percentage of class before the Offer
Daniel Paul Wise (Ark Investments a/c)	3,200,000	8.7%
CraigAndrew Bromley	3,460,000	9.4%
FernlandHoldingsPtyLtd (Celato a/c)	2,800,000	7.6%
Fopar NomineesPtyLtdATF Fopar Trust	4,500,000	12.3%
AscotPark EnterprisesPtyLtd	4,450,000	12.1%

2. REQUIRED ACTIONS

2.1 Entitlements

Entitlements to participate in the Offer will be determined as at the Record Date. The number of New Shares to which an Eligible Shareholder is entitled is shown on the personalised Entitlement and Acceptance Form. Before taking any action in relation to the Offer, you should read this Offer Document in its entirety, and seek professional advice from your accountant, stockbroker, lawyer or other professional adviser.

2.2 Acceptance of Offer

If you are an Eligible Shareholder, you may:

take up all or part of your Entitlement in accordance with this Offer Document;
take up all of your Entitlement in accordance with this Offer Document; or
decline to exercise any or all of your entitlement.

If you wish to take up part or all of your Entitlement:

(a) complete the personalised Entitlement and Acceptance Form accompanying this Offer Document in accordance with the instructions set out on the form, indicating the total number of New Shares which you wish to apply for. If you have not received a personalised Entitlement and Acceptance Form please call the Orrex Resources on 0438 885 055 between 8.30am to 5.00pm (Perth Time) Monday to Friday during the Offer Period; and

(b) return the completed Entitlement and Acceptance Form together with payment in accordance with section 2.3 below, using the enclosed reply paid envelope to the following address so that it is received by no later than 5.00pm (Perth time) on the Closing Date:

By mail

Orrex Resources Limited C/- Security Transfer Registrars 770 Canning Highway Applecross WA 6153

Completed Entitlement and Acceptance Forms and Application Monies will not be accepted at the Company’s registered office. A reply paid envelope is enclosed for your convenience. If mailed in Australia, no postage stamp is required. If mailed from New Zealand, correct postage must be affixed. Eligible Shareholders in New Zealand should ensure that their Entitlement and Acceptance Form and Application Monies are mailed early to ensure they arrive at the postal address specified above by the Closing Date. If you do not want to take up any of your Entitlement under the Offer, then you do not need to take any action. If you do nothing, your Entitlement will lapse. You will receive no payment for Entitlements not taken up or sold. Although you will continue to own the same number of Shares, your percentage shareholding in the Company will be diluted.

If you have any questions about the Rights Issue or how to complete your Entitlement and Acceptance Form, please contact Security Transfer Registrars on +61 8 3215 2333 between 8.30am to 5.00pm (Perth Time) Monday to Friday during the Offer Period.

2.3 Payment

The Issue Price of A$0.03 per New Share is payable in full on exercise of your Entitlement. Payments must be received by the Closing Date.

Shareholders should be aware of the time required to process payments by cheque and BPAY® in choosing the appropriate Application and payment method.

Payment will only be accepted in Australian currency and must be:

• by cheque, money order or bank draft drawn on an Australian financial institution, made payable to “Orrex Resources Rights Issue” and crossed “Not Negotiable”, or

• through the BPAY® facility according to the instructions set out on the Entitlement and Acceptance Form.

Cash will not be accepted. Receipts for payment will not be issued. If you provide insufficient funds to meet the Application Monies due to take up all or part of your Entitlement, you may be taken by the Company to have applied for such lower number of shares as your cleared Application Monies will pay for, or your Application may be rejected. Any overpayment of more than your Entitlement multiplied by the Issue Price of A$0.03 will be deemed an application for additional New Shares.

Australian Eligible Shareholders may pay through BPAY®

Payment by BPAY® should be made in accordance with the instructions set out in the Entitlement and Acceptance Form using the Customer Reference Number shown on that Form and must be received by the Share Registry by no later than 5.00pm (Perth time) on the Closing Date. Applicants should be aware that their own financial institution may implement earlier cut-off times with regard to electronic payment. Applicants should therefore take this into consideration when making payment. It is the responsibility of the Applicant to ensure that funds submitted through BPAY® are received by this time. The Customer Reference Number is used to identify your holding. If you have multiple holdings you will also have multiple Customer Reference Numbers. You must use the Customer Reference Number shown on each Entitlement and Acceptance Form to pay for each holding separately. If you pay by BPAY® and do not pay for your full Entitlement, your remaining Entitlements will lapse. Your completed BPAY® acceptance, once paid, cannot be withdrawn.

3. Glossary

Terms and abbreviations used in this Offer Document have the following meaning:

$ Australian dollars (and references to cents are to Australian cents) unless otherwise indicated

Application Monies Monies payable by Eligible Shareholders in respect of the New Shares applied for under this Offer Document

ASX ASX Limited ABN 98 008 624 691

ASX Listing Rules The official listing rules of ASX as waived or modified from time to time

Board The board of directors of Orrex Resources

Business Day The meaning ascribed to it in Chapter 19 of the ASX Listing Rules

Closing Date 5:00pm (Perth time) on 31 March 2015 or such other date as may be determined by the Directors

Company or Orrex Resources Orrex Resources Limited ACN 107 371 497 (ASX: ORX) and (where applicable) its controlled entities.

Corporations Act Corporations Act 2001 (Cth)

Director A director of Orrex Resources

Eligible Shareholder A Shareholder as at the Record Date, other than a Foreign Shareholder

Entitlement The entitlement of an Eligible Shareholder to apply for one New Share for every 1 Existing Share held as at the Record Date

Entitlement and Acceptance Form

The entitlement and acceptance form that accompanies this Offer Document

Existing Share A fully paid ordinary share in the capital of Orrex Resources

Foreign Shareholders Shareholders with registered addresses outside Australia or New Zealand

Issue Price $0.03 cents per New Share

New Share A Share to be issued under this Offer Document

Offer Offer of New Shares under this Offer Document

Offer Document This offer document dated 6 March 2015

Offer Period The period from the Opening Date until the Closing Date for the Offer

Record date 7:00pm (Perth time) on 13 March 2015

Rights Issue The offer of New Shares to Eligible Shareholders under this Offer Document

Shareholder A person who holds Shares

Shares Fully paid ordinary shares in the capital of Orrex Resources

Shortfall Those New Shares not subscribed for by way of an application pursuant to this Offer Document by 5.00 pm (Perth time) on the Closing Date