MINBOS RESOURCES LIMITED

ACN 141 175 493

NOTICE OF MEETING

Annual General Meeting of Shareholders

TIME : 2.00 pm (WST) DATE : 25 November 2013 PLACE : The Hay Room 38 Station Street SUBIACO WA 6008

This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in the Notice of Annual General Meeting please do not hesitate to contact the Company Secretary, Paige Exley on (+61 8) 9322 9295.

Notice of Annual General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	7
Glossary	22
Schedule 1 – Terms and Conditions of Convertible Notes	25
Schedule 2 – Terms and Conditions of the Free Attaching Options	28
Schedule 3 – Terms and Conditions of Related Party Options	30
Schedule 4 – Valuation of Related Party Options	32
Schedule 5 – Issues of Equity Securities Since 25 November 2012	33
Proxy Form	35
TIME AND PLACE OF MEETINGS AND HOW TO VOTE

VENUE

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 2.00 pm (WST) on Monday 25[th] November 2013 at

The Hay Room, BDO, 38 Station Street, Subiaco, Western Australia.

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 2.00 pm (WST) on 24[th] November 2013.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to the Meeting. Broadly, the changes mean that:

if proxy holders vote, they must cast all directed proxies as directed; and

any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
the appointed proxy is not the chair of the meeting; and
at the meeting, a poll is duly demanded on the resolution; and
either of the following applies:
the proxy is not recorded as attending the meeting;
the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders will be held at 2.00 pm (WST) on Monday 25[th] November 2013 at The Hay Room, BDO, 38 Station Street, Subiaco, Western Australia.

The Explanatory Statement provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2013 together with the declaration of the Directors, the Directors’ report, the remuneration report and the Auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report, as contained in the Company’s annual financial report for the financial year ended 30 June 2013.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.

However, a person (the Voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or
(c) the Voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of

a member of the Key Management Personnel for the Company, or if the Company is part of a consolidated entity, for the entity.

2. RESOLUTION 2 – APPROVAL TO ISSUE TRANCHE 1 CONVERTIBLE NOTES

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 20 Tranche 1 Convertible Notes on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Noteholders and any other person who may obtain a benefit (except a benefit solely in the capacity of a holder of ordinary securities) if the resolution is passed, and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3. RESOLUTION 3 – APPROVAL TO ISSUE TRANCHE 2 CONVERTIBLE NOTES

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 38 Tranche 2 Convertible Notes on the terms and conditions set out in the Explanatory Statement.”

4. RESOLUTION 4 – ISSUE OF OPTIONS TO WILLIAM OLIVER

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 5,000,000 Options to William Oliver (and his nominee) on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by William Oliver(and his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

5. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF SHARES

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue on 2 October 2013 of 5,000,000 Shares to the Australian Special Opportunity Fund, LP, or its nominees on the terms and conditions set out the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

6. RESOLUTION 6 – APPROVAL FOR 10% PLACEMENT CAPACITY

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

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

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

7. RESOLUTION 7 - RE-ELECTION OF DIRECTOR – SCOTT SULLIVAN

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

“That, for the purpose of clause 13.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Scott Sullivan, a Director who was appointed casually on 1 November 2012, retires, and being eligible, is elected as a Director.”

8. RESOLUTION 8 – ELECTION OF DIRECTOR – WILLIAM OLIVER

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

“That, for the purpose of clause 13.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr William Oliver, a Director who was appointed casually on 2 September 2013, retires, and being eligible, is elected as a Director.”

9. RESOLUTION 9 - RE-ELECTION OF DIRECTOR – DAVID REEVES

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

“That, for the purpose of clause 13.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr David Reeves, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

DATED: 21 October 2013

BY ORDER OF THE BOARD

PAIGE EXLEY

COMPANY SECRETARY

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Meeting.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2013 together with the declaration of the Directors, the Directors’ report, and the Auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.minbos.com or on the ASX platform for “MNB” www.asx.com.au.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2013.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

2.2 Voting consequences

Under changes to the Corporations Act that came into effect on 1 July 2011, if at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report in two consecutive annual general meetings, the Company will be required to put to Shareholders a resolution proposing the calling of a general meeting to consider the appointment of directors of the Company ( Spill Resolution ) at the second annual general meeting.

If more than 50% of shareholders vote in favour of the Spill Resolution, the company must convene the general meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the financial year ended immediately before the second annual general meeting) was approved, other than the managing director of the company, will cease to hold office

immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the Directors of the Company.

At the Company’s previous annual general meeting, the votes cast against the Remuneration Report at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

2.3 Proxy Restrictions

Shareholders appointing a proxy for Resolution 1 should note the following:

If you appoint a member of the Key Management Personnel as your proxy

If you elect to appoint a member of Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of that member, you must direct the proxy how they are to vote . Undirected proxies granted to these persons will not be included in any vote on Resolution 1.

If you appoint the Chair as your proxy

If you elect to appoint the Chair as your proxy, you do not need to direct the Chair how you wish them to exercise your vote on Resolution 1, however if you do not direct the Chair how to vote, you must tick the acknowledgement on the proxy form to acknowledge that the Chair may exercise their discretion in exercising your proxy even though Resolution 1 is connected directly or indirectly with the remuneration of Key Management Personnel .

If you appoint any other person as your proxy

You do not need to direct your proxy how to vote, and you do not need to tick any further acknowledgement on the proxy form.

3. RESOLUTIONS 2 AND 3 – APPROVAL TO ISSUE CONVERTIBLE NOTES

3.1 Background

Resolutions 2 and 3 seek Shareholder approval for the issue of up to 58 secured Convertible Notes each with a face value of $25,000 to Noteholders under the terms of a capital raising/corporate advisory mandate dated 4 July 2013 between the Company and CPS Capital Group Pty Ltd and a convertible note trust deed dated 27 August 2013 (together the Convertible Note Facility ).

The issue of the Convertible Notes will raise a total of up to $1,450,000 (before costs) in two tranches. It is anticipated that the Convertible Notes will be issued within 5 to 15 Business Days after the Annual General Meeting. Payment by Noteholders to the Company of the face value of the Convertible Notes will be made in accordance with the following:

Convertible Notes	Value of Convertible Notes	Payment of Face Value
Tranche 1 Convertible Notes	$500,000	The Company has received $250,000 representing the face value of 10 Tranche 1 Convertible Notes. The face value of the balance of the Tranche 1 Convertible Notes ($250,000) is payable at the Company’s request.
Tranche 2 Convertible Notes	$950,000	The face value for the Tranche 2 Convertible Notes will be payable at the Company’s request after Shareholder Approval for the issue of the Convertible Notes.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolutions 2 and 3 will be to allow the Directors to issue the Convertible Notes pursuant to the Convertible Note Facility during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

3.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Convertible Note Facility:

(a) the maximum number of Convertible Notes to be issued is 58 Convertible Notes each with a face value of $25,000 as follows:
(i) ( Tranche 1 Convertible Notes ): 20 Tranche 1 Convertible Notes (with an aggregate face value of $500,000).

The maximum number of securities to be issued upon conversion of all of the 20 Tranche 1 Convertible Notes referred to in Resolution 2 will be:

(A) 50,000,000 Shares plus 50,000,000 Free Attaching Options; or
(B) 166,666,666 Shares plus 166,666,666 Free Attaching Options in the event that the Cabinda Joint Venture Licences have not been renewed within 3 months of the execution of the Convertible Note Facility.
(ii) ( Tranche 2 Convertible Notes ): 38 Tranche 2 Convertible Notes (with an aggregate face value of $950,000).

The conversion price for the 38 Tranche 2 Convertible Notes referred to in Resolution 3 will be the issue price of Shares

offered under any future capital raising undertaken by the Company within 3 months of the issue of the Tranche 2 Convertible Notes ( Future Capital Raising ). The maximum number of Shares to be issued upon conversion of the Tranche 2 Convertible Notes will be calculated in accordance with the following formula:

CS = CN / IP

Where:

CS = The number of Shares to be issued upon conversion of the Tranche 2 Convertible Notes;

CN = The face value of the Tranche 2 Convertible Notes;

IP = The Issue Price of the Shares which is the price offered by the Company under any Future Capital Raising.

By way of example, the table below demonstrates the resulting number of Shares to be issued if the Future Capital Raising issue price was $0.005, $0.01 or $0.015 per Share.

Aggregate Face Value of Tranche 2 Convertible Notes (CN)	Proposed Issue Price (IP)	Resulting Number Shares upon conversion (CS)
$950,000	$0.005	190,000,000
$950,000	$0.01	95,000,000
$950,000	$0.015	63,333,333

Notes:

The closing price on ASX for Shares of the Company on 21 October 2013 was $0.015.
The details of any Future Capital Raising are not yet complete and will be announced to the market when finalised.

(b) the Convertible Notes will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue will occur on the same date;

(c) the issue price of the Convertible Notes will be $25,000 per Convertible Note and they will be issued for cash consideration;

(d) the Convertible Notes will be issued to clients of CPS Capital Group Pty Ltd, none of whom are related parties of the Company;
(e) the Convertible Notes will be issued on the terms and conditions set out in Schedule 1; and
(f) the funds raised from the issue of the Convertible notes will be used to fund the bankable feasibility study for the Cabinda Project, exploration and working capital.

3.3 Directors recommendation

The Board recommends that Shareholders vote in favour of Resolutions 2 and 3, the primary purpose for the issue of the Convertible Notes is to provide short term cash funding that the Company can draw on at its election on terms relatively favourable to the Company in this difficult economic environment.

The Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 2 and 3.

4. RESOLUTION 4 – ISSUE OF OPTIONS TO WILLIAM OLIVER

4.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue a total of 5,000,000 Options ( Related Party Options ) to Mr William Oliver ( Related Party ) on the terms and conditions set out below.

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The grant of the Related Party Options constitutes giving a financial benefit and Mr Oliver is a related party of the Company by virtue of being a Director.

In addition, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

It is the view of the Company that the exceptions set out in sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Related Party Options to the Related Party.

4.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of section 219 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Related Party Options:

(a) the related party is Mr William Oliver and he is a related party by virtue of being a Director;
(b) the maximum number of Related Party Options (being the nature of the financial benefit being provided) to be granted to the Related Party is:
(i) 5,000,000 Related Party Options to Mr William Oliver;

(c) the Related Party Options will be granted to the Related Party no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Related Party Options will be issued on one date;
(d) the Related Party Options will be granted for nil cash consideration, accordingly no funds will be raised;
(e) the terms and conditions of the Related Party Options are set out in Schedule 3;
(f) the value of the Related Party Options is $75,000 and the pricing methodology is set out in Schedule 4;
(g) the relevant interests of the Related Party in securities of the Company is set out below:

set out below:
Related Party	Shares	Options
William Oliver	51,000	Nil

(h) the remuneration and emoluments from the Company to the Related Party for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

Related Party	Current Financial Year	Previous Financial Year
William Oliver1	$36,000	$01

William Oliver was appointed Director 2 September 2013

(i) if the Related Party Options granted to the Related Party are exercised, a total of 5 million Shares would be issued. This will increase the number of Shares on issue from 161,315,605 to 166,315,605(assuming that no other Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 3.1%.

The market price for Shares during the term of the Related Party Options would normally determine whether or not the Related Party Options are exercised. If, at any time any of the Related Party Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Related Party Options, there may be a perceived cost to the Company.

(j) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	22.5 cents	30 October 2012
Lowest	1.2 cents	22 August 2013
Last	1.5 cents	21 October 2013

(k) the Board acknowledges the grant of Related Party Options to William Oliver is contrary to Recommendation 8.3 of The Corporate Governance Principles and Recommendations with 2010 Amendments (2[nd] Edition) as published by The ASX Corporate Governance Council. However, the Board considers the grant of Related Party Options to William Oliver reasonable in the circumstances for the reason set out in paragraph (m) below;
(l) the primary purpose of the grant of the Related Party Options to the Related Party is to provide a performance linked incentive component in the remuneration package for the Related Party to motivate and reward the performance of the Related Party in respective of his role as a Director;
(m) William Oliver declines to make a recommendation to Shareholders in relation to Resolution 4, due to Mr Oliver’s material personal interest in the outcome of the Resolution on the basis that Mr Oliver is to be granted Related Party Options in the Company should Resolution 4 be passed.

However, in respect of Resolution 4, each Director (other than Mr Oliver) recommends that Shareholders vote in favour of those Resolutions for the following reasons:

(i) the grant of Related Party Options to the Related Parties[, in particular, the vesting conditions of the Related Party Options,]will align Mr Oliver’s interests with those of Shareholders; and
(ii) the grant of the Related Party Options is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Party;
(n) with the exception of Mr William Oliver, no other Director has a personal interest in the outcome of Resolution 4;
(o) in forming their recommendations, each Director considered the experience of each other Related Party, the current market price of Shares, the current market practices when determining the number of Related Party Options to be granted as well as the exercise price $0.01 and expiry date of those Related Party Options; and
(p) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 4.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Related Party Options to the Related Party as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Related Party Options to the Related Party will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

5. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF SHARES

5.1 General

On 2 October 2013, the Company issued 5,000,000 Shares in satisfaction of an advance of working capital funds received under a share purchase agreement between the Company and The Australian Special Opportunity Fund LP as announced on 8 March 2013 ( Agreement ).

The 5,000,000 Shares were issued pursuant to the Company’s capacity under ASX Listing Rule 7.1.

Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

A summary of ASX Listing Rule 7.1 is set out in section 3.1 above.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

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

5.2 Technical information required by ASX Listing Rule 7.4

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

(a) 5,000,000 Shares were issued on 2 October 2013;
(b) the issue price was $0.01 per Share;
(c) the Shares issued were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Shares were issued to the Australian Special Opportunity Fund LP who is not a related party of the Company; and
(e) the funds raised from this issue were used for general working capital requirements.

5.3 Directors recommendation

The Directors recommend that Shareholders vote in favour of Resolution 5, as it allows the Company to ratify the above issue of securities and retain the flexibility to issue further securities representing up to 15% of the Company’s share capital during the next 12 months.

6. RESOLUTION 6 – APROVAL OF 10% PLACEMENT CAPACITY

6.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity may, seek Shareholder approval to allow it to issue Equity Securities up to 10% of its issued capital over a period up to 12 months after the annual general meeting ( 10% Placement Capacity ).

The Company is an Eligible Entity.

If Shareholders approve Resolution 6, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in Section 6.2 below).

The effect of Resolution 6 will be to allow the Directors to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1.

Resolution 6 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 6 for it to be passed.

6.2 ASX Listing Rule 7.1A

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

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

(a) is not included in the A&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an Eligible Entity as it is not included in the A&P/ASX 300 Index and has a current market capitalisation of approximately $2.4 million.

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has only one class of Equity Securities on issue, being the Shares (ASX Code: MNB).

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

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

(a) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;
(b) plus the number of partly paid shares that became fully paid in the previous 12 months;
(c) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under this rule; and
(d) less the number of Shares cancelled in the previous 12 months.
D. is 10%.
E. is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

6.3 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 6:

(a) Minimum Price

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

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 ASX trading days of the date in paragraph 6.3(a)(i), the date on which the Equity Securities are issued.

(b) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

(i) 12 months after the date of this Meeting; and
(ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking).

or such longer period if allowed by ASX ( 10% Placement Capacity Period ).

(c) Risk of voting dilution

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

If Resolution 6 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

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

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

Number of Shares on Issue			Dilution
	Issue Price (per Share)	$0.0075 (50% decrease in current issue price)	$0.015 (Current issue price)	$0.0225 (50% increase in current issue price)
161,315,605 (Current)	Shares issued	161,315,605 Shares	161,315,605 Shares	161,315,605 Shares
	Funds Raised	$1,209,867	$2,419,734	$3,629,601
241,973,407 (50% increase)*	Shares issued	241,973,407 Shares	241,973,407 Shares	241,973,407 Shares
	Funds Raised	$1,814,801	$3,629,601	$5,444,402
322,631,210 (100% increase)*	Shares issued	322,631,210 Shares	322,631,210 Shares	322,631,210 Shares
	Funds Raised	$2,419,734	$4,839,468	$7,259,202

* The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

(d) The table above uses the following assumptions:

(i) The current shares on issue are the Shares on issue as at 21 October 2013.

(ii) The issue price set out above is the closing price of the Shares on the ASX on 21 October 2013.
(iii) The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
(iv) The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.
(v) The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
(vi) This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

(e) Shareholders should note that there is a risk that:

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

(f)

Purpose of Issue under 10% Placement Capacity

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

(i) as cash consideration in which case the Company intends to use funds raised to continue exploration at the Company’s Angolan project or to fund the investigation or acquisition of additional assets that complement the existing projects, or otherwise to supplement working capital, depending on the prevailing circumstances of the Company at the time of the issue; or
(ii) as non-cash consideration for the acquisition of new resources assets and investments, in such circumstances the Company will provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3.

(g) Allocation under the 10% Placement Capacity

The allottees of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

(i) the purpose of the issue;

(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).

(h) Previous Approval under ASX Listing Rule 7.1A

The Company has previously obtained approval under ASX Listing Rule 7.1A at its annual general meeting held on 19 November 2012 ( Previous Approval ).

The Company has not issued any Equity Securities pursuant to the Previous Approval.

During the 12 month period preceding the date of the Meeting, being on and from 25 November 2012, the Company otherwise issued a total of 41,763,637 Shares and 1,150,000 Options which represents approximately 28% of the total diluted number of Equity Securities on issue in the Company on 25 November 2012, which was 153,101,676.

Further details of the issues of Equity Securities by the Company during the 12 month period preceding the date of the Meeting are set out in Schedule 5.

Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 6.

7. RESOLUTION 7 – ELECTION OF DIRECTOR – MR SCOTT SULLIVAN

Clause 13.4 of the Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to clause 13.4 of the Constitution and ASX Listing Rule 14.4, any Director so appointed holds office only until the next following general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr Scott Sullivan, having been appointed on 1 November 2012 will retire in accordance with clause 13.4 of the Constitution and ASX Listing Rule 14.4 and being eligible, seeks election from Shareholders.

8. RESOLUTION 8 – ELECTION OF DIRECTOR – MR WILLIAM OLIVER

Mr William Oliver, having been appointed on 2 September 2013 will retire in accordance with clause 13.4 of the Constitution and ASX Listing Rule 14.4 and being eligible, seeks election from Shareholders.

9. RESOLUTION 9 – RE-ELECTION OF DIRECTOR – MR DAVID REEVES

ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third AGM following the director’s appointment or 3 years, whichever is the longer.

Clause 13.2 of the Constitution provides that:

(a) at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for reelection;
(b) the Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots;
(c) a Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election; and
(d) in determining the number of Directors to retire, no account is to be taken of:
(i) a Director who only holds office until the next annual general meeting pursuant to clause 13.4 of the Constitution; and/ or
(ii) a Managing Director,

each of whom are exempt from retirement by rotation. However, if more than one Managing Director has been appointed by the Directors, only one of them (nominated by the Directors) is entitled to be excluded from any determination of the number of Directors to retire and/or retirement by rotation.

The Company currently has 4 Directors and accordingly 1 must retire.

Mr David Reeves, the Director longest in office since his last election, retires by rotation and seeks re-election.

10. ENQUIRIES

Shareholders are requested to contact the Company Secretary on (+61) 8 9322 9295 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

$ means Australian dollars.

Annual General Meeting or AGM means the annual general meeting of Shareholders convened by the Notice.

Agreement means the Share Purchase and Convertible Security Agreement with The Australian Special Opportunity Fund, LP.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange, as the context requires.

ASX Listing Rules or Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Cabinda Joint Venture Licences means:

Area Name	Tenement	Grant/ Application Date	Size	Registered Holder
Cabinda	006/06/01L.P./GOV.ANG.MGM/2010	20/01/2010	1,909 sqkm	Mongo Tando Lda

Cabinda Project means the phosphate exploration project located in the Cabinda Province of Angola in which the Company holds a 50% indirect interest. The project consisting of five historical deposits, Cacata, Mongo Tando, Chibuete, Chivovo and Ueca which are located within the Cabinda Joint Venture Licences.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means Minbos Resources Limited (ACN 141 175 493).

Constitution means the Company’s constitution.

Convertible Note means the Tranche 1 Convertible Notes and the Tranche 2 Convertible notes issued in accordance with the Convertible Note Facility.

Convertible Note Facility has the meaning given to it in section 3.1 of the Explanatory Statement.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the current directors of the Company.

Eligible Entity means an entity that, at the date of the relevant general meeting:
(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Free Attaching Options means an Option with the terms and conditions set out in Schedule 2 issued to a Noteholder upon conversion of a Tranche 1 Convertible Note.

Future Capital Raising means any future capital raising undertaken by the Company within 3 months of the issue of the Tranche 2 Convertible Notes. The details of any Future Capital Raising are not yet complete and will be announced to the market when finalised.

Kanzi Phosphate Project means the phosphate exploration project located in the western Democratic Republic of Congo in which the Company holds a 49% indirect interest.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Meeting means the Annual General Meeting.

Noteholder means a holder of a Convertible Note.

Notice or Notice of Meeting or Notice of Annual General Meeting means this Notice of Annual General Meeting including the Explanatory Statement and the Proxy Form.

Option means an option of the Company.

Ordinary Securities has the meaning set out in the ASX Listing Rules.

Proxy Form means the proxy forms for the Annual General Meeting accompanying the Notice.

Related Party Options means Options issued on the terms and conditions set out in Schedule 3.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share(s) means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Tranche 1 Convertible Notes means up to 20 tranche 1 convertible notes issued in accordance with the Convertible Note Facility.

Tranche 2 Convertible Notes means up to 38 tranche 2 convertible notes issued in accordance with the Convertible Note Facility.

Variable A means “A” as set out in the calculation in section 6.3 of the Explanatory Statement.

WST means Western Standard Time.

10% Placement Capacity has the meaning given in section 6.3 of the Explanatory Statement.

SCHEDULE 1: TERMS AND CONDITIONS OF CONVERTIBLE NOTES

The key terms of the Convertible Notes are set out below:

(a) ( Security ) The Convertible Notes will be secured against the property of the Company under the terms of a general security deed to be entered into by the Company and Noteholders. The full security will be extinguished when the notes convert or are repaid in full.
(b) ( Issue Size ) 58 secured Convertible Notes each with a face value of $25,000 as follows:
(i) 20 Tranche 1 Convertible Notes (with an aggregate value of $250,000); and
(ii) 38 Tranche 2 Convertible Notes (with an aggregate value of $1,200,000);
(c) ( Pro rata Funding ) The Company may from time to time issue Convertible Notes to an amount not exceeding $1,450,000.
(d) ( Issue Date ) A date following the approval of Shareholders at a general meeting of the Company for the issue of the Convertible Notes.
(e) ( Conversion Price )
(i) Tranche 1 Convertible Notes:
- (A) the conversion price will be $0.01 per Share plus one (1) Free Attaching Option for every Share issued; or
- (B) the conversion price will be $0.003 per Share plus one (1) Free Attaching Option for every Share issued in the event that the Cabinda Joint Venture Licences have not been renewed within 3 months of the execution of the Convertible Note Facility;
(ii) Tranche 2 Convertible Notes:
- (A) The conversion price will be the issue price of Shares offered under any future capital raising undertaken by the Company within 3 months of the issue of the Tranche 2 Convertible Note ( Future Capital Raising ). The details of any Future Capital Raising are not yet complete and will be announced to the market when finalised.
- (B) The Convertible Note Facility does not contemplate conversion of the Tranche 2 Convertible Notes in the event that no Future Capital Raising is undertaken by the Company within 3 months of the issue of the Tranche 2 Convertible Notes.
(f) ( Interest Rate ) 15% of Gross Proceeds (up to $1,450,000) payable at the Maturity Date, if the Company has raised at least $2,000,000 under any Future Capital Raising, otherwise the interest will be payable at the rate of 15% per annum.
(g) ( Interest Payment Period ) Interest is payable in arrears 5 Business Days after the Maturity Date.
(h) ( Maturity Date ) The maturity date is the first to occur of:

(i) the date of conversion of a Convertible Note; or
(ii) if within 3 months from the date of issue of that Convertible Note the Company has:
- (A) raised at least $2,000,000 pursuant to a Future Capital Raising, the date that the Company issues Shares under the Future Capital Raising; or
- (B) not raised at least $2,000,000 pursuant to a Future Capital Raising, 5 months from the date of the issue of that Convertible Note; or
(iii) any earlier date on which the Company repays the Convertible Note in accordance with the Convertible Note Facility.
(i) ( Redemption ) The Company may not redeem the Convertible Notes before the Maturity Date, other than in accordance with a Noteholder exercising its right to convert.
(j) ( Redemption Price ) Redemption is at face value (being $25,000) plus interest accrued (but not paid) to the date of redemption.
(k) ( Conversion by Noteholders ) Any outstanding Convertible Notes may be converted into fully paid ordinary shares of the Company at the election of Noteholders in respect of the whole face value of each Note on the day of the close of any Future Capital Raising.
(l)
( Listing ) The Convertible Notes will not be listed.
(m) ( Participation ) Prior to conversion, Noteholders do not have a right to participate in issues of securities effected by the Company. However if a bonus share allotment is made by the Company any time subsequent to the issue of the Convertible Note to a Noteholder and prior to the date of conversion, the Company will issue the same class and number of Shares to which the Noteholder would have been entitled to as if the conversion had already occurred on the date of actual conversion.
(n) ( Voting Rights ) Noteholders have no right to vote at a general meeting of the Company except as required by law.
(o) ( Maximum number of Shares and Options issued on Conversion ) The maximum number of Shares and options to be issued is 58 Convertible Notes is as follows:
(i) ( Tranche 1 Convertible Notes ):

The maximum number of securities to be issued upon conversion of all of the 20 Tranche 1 Convertible Notes (with an aggregate face value of $500,000)referred to in Resolution 2 will be:

(A) 50,000,000 Shares plus 50,000,000 Free Attaching Options; or
(B) 166,666,666 Shares and 166,666,666 Free Attaching Options in the event that the Cabinda Joint Venture Licences have not been renewed within 3 months of the execution of the Convertible Note Facility.

(ii) ( Tranche 2 Convertible Notes ): 38 Tranche 2 Convertible Notes (with an aggregate face value of $950,000).

The conversion price for the 38 Tranche 2 Convertible Notes referred to in Resolution 3 will be the issue price of Shares offered under any future capital raising undertaken by the Company within 3 months of the issue of the Tranche 2 Convertible Notes ( Future Capital Raising ). The maximum number of Shares to be issued upon conversion of the Tranche 2 Convertible Notes will be calculated in accordance with the following formula:

CS = CN / IP

Where:

CS = The number of Shares to be issued upon conversion of the Tranche 2 Convertible Notes;

CN = The face value of the Tranche 2 Convertible Notes;

IP = The Issue Price of the Shares which is the price offered by the Company under any Future Capital Raising.

By way of example, the table below demonstrates the resulting number of Conversion Shares to be issued if the Future Capital Raising issue price was $0.005, $0.01 or $0.015.

Face Value of Tranche 2 Convertible Notes (CN)	Proposed Issue Price (IP)	Resulting Number Shares upon conversion (CS)
$950,000	$0.005	190,000,000
$950,000	$0.01	95,000,000
$950,000	$0.015	63,333,333

Notes:

The closing price on ASX for Shares of the Company on 21 October 2013 was $0.015.
The details of any Future Capital Raising are not yet complete and will be announced to the market when finalised.

SCHEDULE 2: TERMS AND CONDITIONS OF FREE ATTACHING OPTIONS

The key terms of the Free Attaching Options are set out below:

(a) ( Entitlement ) Each Option entitles the holder to subscribe for one Share upon exercise of the Option.
(b) ( Exercise Price ) Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.01 (Exercise Price)
(c) ( Expiry Date ) Each Option will expire at 5.00pm (WST) on 30 December 2016 (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(d) ( Exercise Period ) The Options are exercisable at any time on or prior to the Expiry Date.
(e) ( Notice of Exercise ) The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.
(f) ( Exercise Date ) A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).
(g) ( Timing of issue of Shares on exercise ) Within 15 Business Days after the later of the following:
(i) the Exercise Date; and
(ii) when excluded information in respect to the Company (as defined in F 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

(iii) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(iv) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(iv) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) ( Shares issued on exercise ) Shares issued on exercise of the Options rank equally with the then issued shares of the Company.
(i) ( Quotation of Shares issued on exercise ) If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.
(j) ( Reconstruction of capital ) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction
(k) ( Participation in new issues ) There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.
(l) ( Change in exercise price ) An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.
(m) ( Unquoted ) The Company will not apply for quotation of the Options on ASX.
(n) ( Transferability ) The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

SCHEDULE 3 – TERMS AND CONDITIONS OF RELATED PARTY OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.01 (Exercise Price)

(c) Expiry Date

Each Option will expire at 5.00pm (WST) on 30 December 2016 (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).

(e) Notice of Exercise

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

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).

(g) Timing of issue of Shares on exercise

Within 5 Business Days after the later of the following:

(i) the Exercise Date; and
(ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 15 Business Days after the Exercise Date, the Company will:

(iii) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(iv) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

(v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

(h) Shares issued on exercise

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

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Unquoted

The Company will not apply for quotation of the Options on ASX.

(n) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

SCHEDULE 4 – VALUATION OF RELATED PARTY OPTIONS

The Related Party Options to be issued to the Related Party pursuant to Resolution 4 have been independently valued.

Using Black & Scholes option model and based on the assumptions set out below, the Related Party Options were ascribed the following value:

Assumptions:

Valuation date	03 October 2013
Market price of Shares	1.9 cents
Exercise price	1 cent
Expiry date (length of time from issue)	30 December 2016_(3.24 years)_
Risk free interest rate	2.84%
Volatility (discount)	110%

Indicative value per Related Party Option	1.5 cents

Total Value of Related Party Options	$75,000

Note:

The valuation noted above is not necessarily the market price that the Related Party Options could be traded at and is not automatically the market price for taxation purposes.

SCHEDULE 5 – ISSUES OF EQUITY SECURITIES SINCE 25 NOVEMBER 2012

Date	Quantity	Class	Recipients	Issue price and discount to Market Price (if applicable)1	Form of consideration
26 November 2012	5,949,708	Shares2	Sophisticated Investors	$0.14 per Share (discount of 3.45%)	For Cash only Amount raised5= $832,959 Funds were used: 1. to progress the Kanzi Phosphate Project by:  completing the Kanzi scoping study (approx. $31,500);  executing an exploration drilling program which defined an Indicated Resource (approx. $548,800); 2. to progress the Cabinda Project by resource modelling (approx. $26,800) and 3. for general working capital (approx. $225,900).4
7 March 2013	1,000,000	Shares2	The Australian Special Opportunity Fund, LP	Nil consideration	For Non-cash only Consideration: Issued as part of the establishment of the Share Purchase and Convertible Security facility. Current Value6= $15,000
7 March 2013	2,227,722	Shares2	The Australian Special Opportunity Fund, LP	Nil consideration (Deemed issue price of $0.606)	For Non-cash only Consideration: Issued in satisfaction of $135,000 establishment fee for the Share Purchase and Convertible Security facility. Current Value6= $33,416
7 March 2013	1,150,000	Unquoted Options3	The Australian Special Opportunity Fund, LP	Nil consideration Exercise price of $0.0937	For Non-cash only Consideration: Issued as part of the establishment of the Share Purchase and Convertible Security facility. Current Value6= $4,471
11 April 2013	2,586,207	Shares2	The Australian Special Opportunity Fund, LP	$0.029 (discount of 17.14%)	For Cash only Amount raised5= $75,000 Funds were used for general working capital.4
11 April 2013	6,000,000	Shares2	Trinity Management Pty Ltd	Nil Consideration	For Non-cash only Consideration: Performance based remuneration for services provided to the Company. Current value6= $90,000

15 April 2012	2,000,000	Shares2	Trinity Management Pty Ltd	Nil Consideration	For Non-cash only Consideration: Performance based remuneration for services provided to the Company. Current value6= $30,000
17 April 2013	10,000,000	Shares2	Vendors and related parties as approved at the Shareholder meeting held 19 November 2012	Nil Consideration	For Non-cash only Consideration: On conversion of Class C Performance Shares as part of consideration of acquisition of Kanzi Project. Current value6= $150,000
14 May 2013	5,000,000	Shares2	The Australian Special Opportunity Fund, LP	$0.015 (discount of 31.82%)	For Cash only Amount raised5= $75,000 Funds were used for general working capital.4
10 September 2013	2,000,000	Shares2	Geological Resource Solutions Pty Ltd	Nil Consideration (Deemed issue price of $0.014)	For Non-cash only Consideration: Acquisition of 2 phosphate tenements in Western Australia. Current value6= $30,000
02 October 2013	5,000,000	Shares2	The Australian Special Opportunity Fund, LP	$0.01 (discount of 50%)	For Cash only Amount raised5= $50,000 Funds were used to progress the Kanzi Phophate Project through exploration drilling which defined an Indicated Resource.

Notes:

Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.
Fully paid ordinary shares in the capital of the Company, ASX Code: MNB (terms are set out in the Constitution).
Unquoted Options, exercisable at $0.0937[insert] each, on or before 8 March 2016, ASX Code: MNBAM.
General working capital includes personnel expenses (such as wages and salaries, directors fees and other benefits) and administration expenses (such as rent and office costs, consulting and corporate expenses, compliance and regulatory expenses, travel and accommodation expenses).
The cash balance of the Company on 25 November 2012 was approximately $1,723,622. The aggregate amount raised from issues of Equity Securities listed in Schedule 5 is $1,032,959. The amount raised from issues of Equity Securities listed in Schedule 5 that remains unspent as at the date of this Notice is Nil. The cash balance of the Company as at the date of this Notice is approximately $136,344. The amount spent since 25 November 2012 to the date of this Notice has been approximately $2,620,237. These funds have been spent on [exploration activities and operating expenses of the Company] including those outlined in the table above.
Based on a management valuation of the unquoted Options ($0.0039) dated 8 October 2013 using the Black & Scholes option pricing model that takes into account the exercise price, option term, the share price at the grant date and expected volatility of the underlying Share and the risk-free interest rate for the term of the Option.

PROXY FORM

APPOINTMENT OF PROXY MINBOS RESOURCES LIMITED (ACN 141 175 493)

ANNUAL GENERAL MEETING

I/We

==> picture [400 x 51] intentionally omitted <==

being a member of Minbos Resources Limited entitled to attend and vote at the Annual General Meeting, hereby

Appoint

Name of proxy

OR the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the Annual General Meeting to be held at 2.00pm (WST), on 25th November 2013 at The Hay Room, BDO, 38 Station Street, Subiaco, Western Australia, and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions.

Voting on Business of the Annual General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Adoption of Remuneration Report Resolution 2 – Approval to Issue Tranche 1 Convertible Notes Resolution 3 – Approval to Issue Tranche 2 Convertible Notes Resolution 4 – Issue of Options to William Oliver Resolution 5 – Ratification of Prior Issue of Shares Resolution 6 – Approval for 10% Placement Capacity Resolution 7 – Election of Director – Scott Sullivan Resolution 8 – Election of Director – William Oliver Resolution 9 – Re-Election of Director – David Reeves

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Important for Resolutions 1 and 4

If you have not directed your proxy how to vote as your proxy in respect of Resolutions 1 and 4 and the Chair is, or may by default be, appointed your proxy, you must mark the box below.

I/we direct the Chair to vote in accordance with his/her voting intentions (as set out above) on Resolutions 1 and 4 (except where I/we have indicated a different voting intention above) and expressly authorise that the Chair may exercise my/our proxy even though Resolutions 1 and 4 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

If the Chair is, or may by default be, appointed your proxy and you do not mark this box and you have not directed the Chair how to vote, the Chair will not cast your votes on Resolutions 1 and 5 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 and 5.

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

If more than one proxy is being appointed, the proportion of voting rights this proxy represents is % Signature of Member(s): Date: _____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Director Director/Company Secretary Secretary

Contact Name: _____Contact Ph (daytime): ______

Instructions for Completing Proxy Form

1.

( Appointing a Proxy ): A Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote on their behalf. If a Shareholder is entitled to cast 2 or more votes at the Annual General Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Annual General Meeting. However, where both proxies attend the Annual General Meeting, voting may only be exercised on a poll. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a member of the Company.

( Direction to Vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

3. ( Signing Instructions ):

( Individual ): Where the holding is in one name, the Shareholder must sign.
( Joint Holding ): Where the holding is in more than one name, all of the Shareholders must sign.
( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.
( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Annual General Meeting, the documentation evidencing such appointment should be produced prior to admission to the Annual General Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.
( Attending the Meeting ): Completion of a Proxy Form will not prevent individual Shareholders from attending the Annual General Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Annual General Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Annual General Meeting.
( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) post to Minbos Resources Limited, PO Box 1346, West Perth, WA 6872; or
(b) facsimile to the Company on facsimile number (+61 8) 6314 1587; or
(c) email to the Company at [email protected]

so that it is received not less than 48 hours prior to commencement of the Annual General Meeting.

Proxy Forms received later than this time will be invalid.

AI assistant

MINBOS RESOURCES LIMITED — AGM Information 2013

65355_rns_2013-10-23_dfa8f38a-d8d0-496f-bb9a-47fb14a6f888.pdf