MINBOS RESOURCES LIMITED - AGM Information 2020

MINBOS RESOURCES LIMITED ACN 141 175 493 NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10.00am DATE : 3 November 2020 PLACE : Level 4, The Read Buildings, 16 Milligan Street, Perth WA 6000

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

This Notice of 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.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5.00pm on 1 November 2020.

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2020 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report.

2. 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 purposes 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 2020.”

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 either 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 this Resolution; or

(b) 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 though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR DAMIAN BLACK

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 14.2 of the Constitution, Listing Rule 14.5 and for all other purposes, Mr Damian Black, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

4. RESOLUTION 3 – APPROVAL OF 7.1A MANDATE

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule

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7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

5. RESOLUTION 4 – CONSOLIDATION OF CAPITAL

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

"That, subject to all other Resolutions in this Notice being passed, pursuant to section 254H of the Corporations Act and for all other purposes, the issued capital of the Company be consolidated on the basis that every 20 Shares be consolidated into 1 Share and, where this Consolidation results in a fraction of a Share being held, the Company be authorised to round that fraction up to the nearest whole Share (as the case may be) . The consolidation will become effective from 2 November 2020 "

6. RESOLUTION 5 – RATIFICATION OF TRANCHE 1 SHARES

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 848,000,000 Shares (pre-consolidation) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved (namely participants of in Tranche 1 of the Capital Raising or an associate of that person (or those persons)).

However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

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(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

7. RESOLUTION 6 – APPROVAL TO ISSUE TRANCHE 2 SHARES

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 662,000,000 Shares (pre-consolidation) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely participants in Tranche 2 of the Capital Raising or an associate of that person (or those persons)).

However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

8. RESOLUTION 7 – ISSUE OF TRANCHE 2 SHARES TO PETER WALL

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 66,666,667 Tranche 2 Shares (preconsolidation) to Mr Peter Wall (or his nominees) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr Peter Wall (or his nominees) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of a resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

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(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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.

9. RESOLUTION 8 – ISSUE OF TRANCHE 2 SHARES TO WILLIAM OLIVER

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 10,000,000 Tranche 2 Shares (preconsolidation) to Mr William Oliver (or his nominees) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr William Oliver (or his nominees) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of a resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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.

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10. RESOLUTION 9 – ADOPTION OF OPTION PLAN

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

“That, for the purposes of Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled Incentive Option Plan and for the issue of securities under that Option Plan, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is eligible to participate in the Employee Share Plan or an associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by:

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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.

11. RESOLUTION 10 – ISSUE OF OPTIONS TO LINDSAY REED

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

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 10,500,000 Options (post-consolidation) to Mr Lindsay Reed (or his nominees) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by a person who is referred to in rule 10.4.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question or an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

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(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement:

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Resolution 10 Excluded Party ). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 10 Excluded Party.

In accordance with section 250BD of the Corporations Act, 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.

Provided the Chair is not a Resolution 10 Excluded Party, 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.

12. RESOLUTION 11 – ISSUE OF OPTIONS TO PETER WALL

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

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 6,500,000 Options (post-consolidation) to Mr Peter Wall (or his nominees) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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Voting Prohibition Statement:

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Resolution 11 Excluded Party ). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 11 Excluded Party.

In accordance with section 250BD of the Corporations Act, 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.

Provided the Chair is not a Resolution 11 Excluded Party, 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.

13. RESOLUTION 12 – ISSUE OF OPTIONS TO DAMIAN BLACK

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

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 6,000,000 Options (post-consolidation) to Mr Damian Black (or his nominees) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement:

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Resolution 12 Excluded Party ). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 12 Excluded Party.

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

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(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.

Provided the Chair is not a Resolution 12 Excluded Party, 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.

14. RESOLUTION 13 – ISSUE OF OPTIONS TO DGANIT BALDAR

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

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 3,500,000 Options (post-consolidation)to Ms Dganit Baldar (or her nominees) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement:

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Resolution 13 Excluded Party ). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 13 Excluded Party.

In accordance with section 250BD of the Corporations Act, 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.

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Provided the Chair is not a Resolution 13 Excluded Party, 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.

15. RESOLUTION 14 – 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 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 3,500,000 Options (post-consolidation) to Mr William Oliver (or his nominees) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement:

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Resolution 14 Excluded Party ). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 14 Excluded Party.

In accordance with section 250BD of the Corporations Act, 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.

Provided the Chair is not a Resolution 14 Excluded Party, 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.

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16. RESOLUTION 15 – APPROVAL TO ISSUE LEAD MANAGER OPTIONS

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 10,000,000 Lead Manager Options (post-consolidation) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely Vert Capital Pty Ltd (or its nominee/s) or an associate of that person (or those persons)).

However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

17. RESOLUTION 16 – APPROVAL TO ISSUE LEAD MANAGER SHARES

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 3,388,000 Lead Manager Shares (post-consolidation) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely Vert Capital Pty Ltd (or its nominee/s) or an associate of that person (or those persons)).

However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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18. RESOLUTION 17 – APPROVAL TO ISSUE ADVISER SHARES

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 6,666,667 Adviser Shares (postconsolidation) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely S3 Consortium Pty Ltd (or its nominee/s) or an associate of that person (or those persons)).

However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

19. RESOLUTION 18 - APPROVAL TO ISSUE AESIR SHARES

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,375,000 Aesir Shares (postconsolidation) to Aesir Corporate Pty Ltd (or its nominees) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of Aesir Capital Pty Ltd (or its nominees) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

However, this does not apply to a vote cast in favour of a resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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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
(iii) 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.

Dated: 30 September 2020 By order of the Board

Ashley Lim Company Secretary

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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.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (2) proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware 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.

If you sign the enclosed Proxy Form and no direction is given o, the Chair will be appointed as your proxy. The Chair intends to vote undirected proxies on, and in favour of, all resolutions.

Voting in person

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

You may still attend the meeting and vote in person even if you have lodged appointed a proxy. If you have previously submitted a Proxy Form, your attendance will (unless you instruct the Company or Automic Registry Services otherwise or not revoke your proxy appointment unless you actually vote at the meeting for which the proxy is proposed to be used, in which case, the proxy’s appointment is deemed to be revoked with respect to voting on that resolution.

Please bring your personalised Voting/Proxy Form with you as it will help you to register your attendance at the meeting. If you do not bring your Voting/Proxy Form with you, you can still attend the meeting but representatives from Automic Registry Services will need to verify your identity. You can register from 9.30am on the day of the meeting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6270 4610

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2020 together with the declaration of the Directors, the Directors’ report, the Remuneration 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.

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 company or the directors of 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 a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder 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 most recent financial year) 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 of the company is approved will be the directors of the company.

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2.3 Previous voting results

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

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – DAMIAN BLACK

3.1 General

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Mr Damian Black, who has served as a Director since 21 February 2014 and was last re-elected on 26 November 2018, retires by rotation and seeks re-election.

3.2 Qualifications and other material directorships

Mr Black is a Director / Founder at Aesir Capital, a Sydney based boutique investment bank. Prior to founding Aesir, he worked as a Director at Asia Principal Capital – Corporate Finance. Mr Black has over 10 years’ experience in corporate finance and investment banking having commenced with Tolhurst Limited in 2006.

He is currently a Non-Executive Director of Antilles Oil and Gas NL. Mr Black graduated from Curtin University in 1999 with a Bachelor of Science in Physiotherapy and also completed a Graduate Diploma in Applied Finance and Investment at FINSIA in 2005. Mr Black is experienced in structuring corporate transactions, focusing primarily on the technology and natural resources sectors, and is currently engaged in a corporate advisory role with several ASX listed companies.

3.3 Independence

If re-elected the Board considers Mr Damian Black will not be an independent Director.

3.4 Board recommendation

The Board has reviewed Mr Damian Black’s performance since his appointment to the Board and considers that Mr Damian Black’s skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the re-election of Mr Damian Black’s and recommends that Shareholders vote in favour of Resolution 2.

4. RESOLUTION 3 – APPROVAL OF 7.1A MANDATE

4.1 General

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% ( 7.1A Mandate ).

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An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. The Company is an eligible entity for these purposes.

Resolution 3 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

If Resolution 3 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 3 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A, and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

4.2 Technical information required by Listing Rule 7.1A

Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to Resolution 3:

(a) Period for which the 7.1A Mandate is valid

The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following:

(i) the date that is 12 months after the date of this Meeting;
(ii) the time and date of the Company’s next annual general meeting; and
(iii) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking).

(b) Minimum Price

Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 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 by the entity and the recipient of the Equity Securities; or
(ii) if the Equity Securities are not issued within 10 trading days of the date in Section 4.2(b)(i), the date on which the Equity Securities are issued.

(a) Use of funds raised under the 7.1A Mandate

The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for working capital requirements and to further

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Definitive Feasibility Study (DFS) activities for the Cabinda Phosphate project, Angola.

(b) Risk of Economic and Voting Dilution

Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 3 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, 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 Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue as at 29 September 2020.

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 7.1A Mandate.

==> picture [370 x 186] intentionally omitted <==

----- Start of picture text -----

Dilution
Issue Price
Shares
Number of Shares on issued – $0.001 $0.002 $0.003
Issue (Variable A in 10% 50% 50%
Listing Rule 7.1A.2) voting decrease Issue Price increase
dilution
Funds Raised
369,657,733 36,965,773
Current $36,965.77 $73,931.55 $110,897,.32
Shares Shares
50% 554,486,600 55,448,660
$55,448.66 $110,897,.32 $166,345.98
increase Shares Shares
100% 739,315,466 73,931,547
$73,931.55 $147,863.09 $221,794.64
increase Shares Shares
----- End of picture text -----

*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 prorata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

There are currently 369,657,733 Shares on issue (on a post-consolidation basis) comprising:
(a) 282,728,066 existing Shares as at the date of this Notice of Meeting (on a post-consolidation basis);
(b) 848,000,000 (consolidated to 42,400,000) Tranche 1 Shares issued on 15 September 2020 and to be ratified by Resolution 5;
(c) 662,000,000 (consolidated to 32,600,000) Tranche 2 Shares which will be issued if Resolution 6 is passed at this Meeting;
(d) 3,388,000 (on a post-consolidation basis) Lead Manager Shares which will be issued if Resolution 16 is passed at this Meeting;
(e) 6,666,667 (on a post-consolidation basis) Adviser Shares which will be issued if Resolution 17 is passed at this Meeting; and

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(f) 1,375,000 (on a post-consolidation basis) Aesir Shares which will be issued if Resolution 18 is passed at this Meeting.
The issue price set out above is the closing market price of the Shares on the ASX on 29 September 2020.
The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate.
The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.
The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.
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.
This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A mandate, based on that Shareholder’s holding at the date of the Meeting.

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.

(c) Allocation policy under the 7.1A Mandate

The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients 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 recipients at the time of the issue under the 7.1A Mandate, 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, share purchase plan, placement 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

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(vi) advice from corporate, financial and broking advisers (if applicable).

(b) Previous approval under Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 26 November 2019 ( Previous Approval ).

During the 12 month period preceding the date of the Meeting, being on and from 26 November 2019, the Company has not issued any Equity Securities pursuant to the Previous Approval.

4.3 Voting Exclusion Statement

As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice.

5. RESOLUTION 4 – CONSOLIDATION OF CAPITAL

5.1 Background

The Directors are seeking Shareholder approval to consolidate the number of Shares and Options on issue on a 20 for 1 basis ( Consolidation ). If Resolution 4 is passed and including the other Shares to be issued pursuant to the other Resolutions, the number of Shares on issue will be reduced from 7,391,227,986 to 369,561,399 (subject to rounding) (excluding the Options to be issued under the other Resolutions the subject of this Notice).

If Shareholders approve this Resolution 4, the consolidation will be effective from 1 November 2020.

As at the date of this Notice, other than Shares, the Company does not have any other classes of Securities on issue.

5.2 Legal requirements

Section 254H of the Corporations Act provides that a company may, by resolution passed in a general meeting, convert all or any of its shares into a larger or smaller number.

5.3 Fractional entitlements

Not all Security Holders will hold that number of Shares or Options (as the case may be) which can be evenly divided by 28. Where a fractional entitlement occurs, the Company will round that fraction up to the nearest whole Security.

5.4 Taxation

It is not considered that any taxation implications will exist for Security holders arising from the Consolidation. However, Security holders are advised to seek their own tax advice on the effect of the Consolidation and neither the Company, nor its advisers, accept any responsibility for the individual taxation implications arising from the Consolidation.

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5.5 Holding statements

From the date two Business Days after the Consolidation is approved by Shareholders, all holding statements for Securities will cease to have any effect, except as evidence of entitlement to a certain number of Securities on a postConsolidation basis.

After the Consolidation becomes effective, the Company will arrange for new holding statements for Securities to be issued to holders of those Securities.

It is the responsibility of each Security Holder to check the number of Securities held prior to disposal or exercise (as the case may be).

5.6 Effect on capital structure

The effect which the Consolidation will have on the Company’s capital structure is set out in the table below.

==> picture [412 x 306] intentionally omitted <==

----- Start of picture text -----

Capital Structure Shares Unlisted Options [1 ]
Pre-Consolidation Securities 5,654,561,320 0
Ratification of Tranche 1 Shares (Resolution
848,000,000 0
5)
Approval to issue Tranche 2 Shares
662,000,000 0
(Resolution 6)
Sub-total 7,164,561,320 0
Post Consolidation of Securities on a 20:1
358,228,066 0
basis (Resolution 4)
Approval to issue the Related Party Options
0 30,000,000
(Resolutions 10 to 14)
Approval to issue the Lead Manager
0 10,000,000
Options (Resolution 15)
Approval to issue the Lead Manager Shares
3,388,000 0
(Resolution 16)
Approval to issue the Adviser Shares
6,666,667 0
(Resolution 17)
Approval to issue the Aesir Shares
1,375,000 0
(Resolution 18)
Completion of all Resolutions 369,657,733 40,000,000
----- End of picture text -----

Notes:

The terms of the Options are set out in Schedule 2.

5.7 Indicative timetable*

If Resolution 4 is passed, the reduction of capital will take effect in accordance with the following timetable (as set out in Appendix 7A (paragraph 7) of the ASX Listing Rules):

Action	Date
Company announces Consolidation	10 September 2020
Sends out Notice of Meeting and entity announces effective date of consolidation (being the date of the resolution approving the consolidation or a later date specified in the resolution)	30 September 2020

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==> picture [411 x 272] intentionally omitted <==

----- Start of picture text -----

Action Date
Company tells ASX that Shareholders have approved the
3 November 2020
Consolidation.
Effective date of consolidation (as specified in the resolution
6 November 2020
approving the consolidation) (Effective Date).
Last day for pre-Consolidation trading. 9 November 2020
Post-Consolidation trading starts on a deferred settlement basis. 10 November 2020
Last day for Company to register transfers on a pre-Consolidation
11 November 2020
basis (Record Date).
First day for Company to send notice to each holder of the change
in their details of holdings.
12 November 2020
First day for the Company to register Securities on a post-
Consolidation basis and first day for issue of holding statements.
Change of details of holdings date. Deferred settlement market
ends.
Last day for Securities to be entered into holders’ Security holdings. 18 November 2020
Last day for the Company to send notice to each holder of the
change in their details of holdings.
----- End of picture text -----

6. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF SHARES

6.1 General

As announced on 10 September 2020, the Company intends to undertake a placement to professional and sophisticated investors to raise up to $2,265,000 at $0.0015 per Share ( Capital Raising ).

The Company’s placement capacity under ASX Listing Rule 7.1 allows it to issue up to 848,184,198 Shares (equivalent to $1.27m) without obtaining prior Shareholder approval. On 15 September 2020 the Company issued, 848,000,000 Shares (pre-consolidation) to professional and sophisticated investors, none of whom are related parties of the Company ( Tranche 1 Shares ).

The funds raised under the Capital Raising are intended to be applied towards DFS activities including; mine design, mine contractor tender, process engineering, basic engineering package, site engineering and environmental approvals. Funds will also be allocated to product marketing including offtake discussions, commercial field trials and product development greenhouse trials.

6.2 Listing Rule 7.1

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period.

The issue of the Tranche 1 Shares does not fit within any of these exceptions and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Tranche 1 Shares.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not

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reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Tranche 1 Shares.

Resolution 5 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Tranche 1 Shares.

6.3 Technical information required by Listing Rule 14.1A

If Resolution 5 is passed, the Tranche 1 Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Tranche 1 Shares.

If Resolution 5 is not passed, the Tranche 1 Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Tranche 1 Shares.

6.4 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 5:

(a) the Tranche 1 Shares were issued to professional and sophisticated investors who are clients of Vert Capital. The recipients were identified through a bookbuild process, which involved Vert Capital seeking expressions of interest to participate in the Capital Raising from nonrelated parties of the Company. None of the recipients are related parties of the Company;
(b) 848,000,000 Shares were issued and the Tranche 1 Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(c) the Tranche 1 Shares were issued on 15 September 2020;
(d) the issue price was $0.0015 per Tranche 1 Share. The Company has not and will not receive any other consideration for the issue of the Tranche 1 Shares;
(e) the purpose of the issue of the Tranche 1 Shares was to raise $1.27 million, which was applied towards DFS activities including; mine design, mine contractor tender, process engineering, basic engineering package, site engineering and environmental approvals. Funds will also be allocated to product marketing including offtake discussions, commercial field trials and product development greenhouse trials;
(f) the Tranche 1 Shares are not being issued under, or to fund, a reverse takeover; and
(g) a voting exclusion statement is included in Resolution 5 of the Notice.

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7. RESOLUTION 6 – APPROVAL TO ISSUE TRANCHE 2 SHARES

7.1 General

Resolution 6 seeks Shareholder approval, under ASX Listing Rule 7.1, for the Company to issue up to 662,000,000 Shares (pre-consolidation) ( Tranche 2 Shares ). The Company seeks this approval for the purpose of enabling the Company to complete the Capital Raising during the three months after the approval of this Resolution.

7.2 Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 6.2.

The proposed issue of the Tranche 2 Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1. Additionally, the Company wishes to retain as much flexibility as possible to issue additional Equity Securities in the future without having to obtain Shareholder approval under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder approval pursuant to Listing Rule 7.1 so that it does not use up any of its 15% placement capacity under Listing Rule 7.1.

7.3 Technical information required by Listing Rule 14.1A

If Resolution 6 is passed, the Company will be able to proceed with the issue of the Tranche 2 Shares. In addition, the issue of the Tranche 2 Shares will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 6 is not passed, the Company will not be able to proceed with the issue of the Tranche 2 Shares, and the Company may need to seek alternative funding arrangements to meet its exploration and corporate expenditure requirements.

Resolution 6 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Tranche 2 Shares.

7.4 Technical information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 6:

(a) the Tranche 2 Shares will be issued to:
(i) professional and sophisticated investors who are clients of Vert Capital. The recipients will be identified through a bookbuild process, which will involve Vert Capital seeking expressions of interest to participate in the Capital Raising from non-related parties of the Company. None of the recipients identified as part of Vert Capital’s bookbuild will be related parties of the Company; and
(ii) Mr Peter Wall and Mr William Oliver (or their nominees) – both of whom are Directors of the Company subject to the passing of Resolutions 7and 8;

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(b) the maximum number of Tranche 2 Shares to be issued is 662,000,000 Shares;
(c) the Tranche 2 Shares will be issued on the same terms and conditions as the Company’s existing Shares;
(d) the Tranche 2 Shares will be issued no later than 3 months (or 1 month to Mr Wall and Mr Oliver subject to Resolution 6 being passed) after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);
(e) the issue price will be $0.0015 per Tranche 2 Share. The Company has not and will not receive any other consideration for the issue of the Tranche 2 Shares;
(f) the purpose of the issue of the Tranche 2 Shares is to raise capital under the Capital Raising (which the Company intends to apply as set out in Section 6.1);
(g) the Tranche 2 Shares are not being issued under a current agreement;
(h) the Tranche 2 Shares are not being issued under, or to fund, a reverse takeover; and
(i) a voting exclusion statement is included in Resolution 6 of the Notice.

8. RESOLUTIONS 7 AND 8 – ISSUE OF TRANCHE 2 SHARES TO RELATED PARTIES

8.1 Background

Resolutions 7 and 8 seek Shareholder approval for the issue up to:

(a) 66,666,667 Tranche 2 Shares (pre-consolidation) to Mr Peter Wall (or his nominees) (Resolution 7); and
(b) 10,000,000 Tranche 2 Shares (pre-consolidation) to Mr William Oliver (or his nominees) (Resolution 8),

on the terms set out below ( Related Party Shares ).

8.2 Chapter 2E of the Corporations Act

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 issue of Related Party Shares to Messrs Wall and Oliver (or their nominees) constitutes giving a financial benefit and Messrs Wall and Oliver are related parties of the Company by virtue of being Directors.

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The Directors (other than Messrs Wall and Oliver who have a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Related Party Shares because the issue of the Related Party Shares will be on the same terms as Tranche 2 Shares issued to non-related party participants in the Capital Raising and as such the giving of the financial benefit is on arm’s length terms (being the same terms as the other participants in the Capital Raising).

8.3 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

10.11.1 a related party;
10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders, unless it obtains the approval of its shareholders.

The issue of Related Party Shares falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolution 7 seeks the required Shareholder approval for the issue of the Related Party Shares under and for the purposes of Listing Rule 10.11.

8.4 Technical information required by Listing Rule 14.1A

If Resolutions 7 and 8 are passed, the Company will be able to proceed with the issue of the Related Party Shares to Messrs Wall and Oliver within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Related Party Shares (because approval is being obtained under Listing Rule 10.11), the issue of the Related Party Shares will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 7 and 8 are not passed, the Company will not be able to proceed with the issue of the Related Party Shares and the Company will have to seek other non-related party participants to participate in the Capital Raising which it is not guaranteed to be able to achieve within the 3 months after this meeting.

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8.5 Technical Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolution 7:

(a) the Related Party Shares will be issued to Messrs Peter Wall and William Oliver (or their nominees). Messrs Wall and Oliver fall within the category set out in Listing Rule 10.11.1 as both Messrs Wall and Oliver are related parties of the Company by virtue of being Directors;
(b) the maximum number of Related Party Shares to be issued to:
(i) Mr Wall (or his nominees) is up to 66,666,667 Shares; and
(ii) Mr Oliver (or his nominees) is up to 10,000,000 Shares;
(c) the Related Party Shares issued will be 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 Related Party Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Related Party Shares will occur on the same date;
(e) the issue price of the Related Party Shares will be A$0.0015 per Share, being the same issue price as Shares issued to other participants in the Capital Raising. The Company will not receive any other consideration for the issue of the Related Party Shares;
(f) the purpose of the issue of the Related Party Shares is to raise capital, which the Company intends to use in the manner set out in Section 6.1 above;
(g) the Related Party Shares are not intended to remunerate or incentivise the Directors;
(h) the Related Party Shares are not being issued under an agreement;
(i) a voting exclusion statement is included in Resolutions 7 and 8 of the Notice.

9. RESOLUTION 9 – ADOPTION OF INCENTIVE OPTION PLAN

9.1 General

Resolution 9 seeks Shareholder approval for the adoption of the employee incentive scheme titled “Incentive Option Plan” ( Option Plan ) and for the issue of Options under the Option Plan in accordance with Listing Rule 7.2 (Exception 13(b)).

The objective of the Option Plan is to attract, motivate and retain key employees and the Company considers that the adoption of the Option Plan and the future issue of Options under the Option Plan will provide selected employees with the opportunity to participate in the future growth of the Company.

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9.2 Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 6.2.

Listing Rule 7.2 (Exception 13(b)) provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme if, within three years before the date of issue of the securities, the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as exception to Listing Rule 7.1.

Exception 13(b) is only available if and to the extent that the number of equity securities issued under the scheme does not exceed the maximum number set out in the entity’s notice of meeting dispatched to shareholders in respect of the meeting at which shareholder approval was obtained pursuant to Listing Rule 7.2 (Exception 13(b)). Exception 13(b) also ceases to be available if there is a material change to the terms of the scheme from those set out in the notice of meeting.

9.3 Technical information required by Listing Rule 14.1A

If Resolution 9 is passed, the Company will be able to issue Options under the Option Plan to eligible participants over a period of 3 years. The issue of any Options to eligible participants under the Option Plan (up to the maximum number of Options stated in Section 9.4(c) below) will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 9 is not passed, the Company will be able to proceed with the issue of Options under the Option Plan to eligible participants, but any issues of Options will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the Options.

For the avoidance of doubt, the Company must seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of Options under the Option Plan to a related party or a person whose relationship with the Company or the related party is, in ASX’s opinion, such that approval should be obtained.

9.4 Technical information required by Listing Rule 7.2 (Exception 13)

Pursuant to and in accordance with Listing Rule 7.2 (Exception 13), the following information is provided in relation to Resolution 9:

(a) a summary of the key terms and conditions of the Option Plan is set out in Schedule 1;
(b) the Company has not issued any Options under the Option Plan as this is the first time that Shareholder approval is being sought for the adoption of the Option Plan;
(c) the maximum number of Securities proposed to be issued under the Option Plan, following Shareholder approval, is 60,000,000 Options. It is not envisaged that the maximum number of Securities for which approval is sought will be issued immediately; and
(d) a voting exclusion statement is included in Resolution 9 of this Notice.

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10. RESOLUTIONS 10 TO 14 – ISSUE OF RELATED PARTY OPTIONS

10.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue up to an aggregate of 30,000,000 Options ( Related Party Options ) to Messrs Lindsay Reed, Peter Wall, Damian Black, William Oliver and Ms Dganit Balder (or their nominees) ( Related Parties ) pursuant to the Option Plan (the subject of Resolution 9) and on the terms and conditions set out below.

10.2 Chapter 2E of the Corporations Act

A summary of Chapter 2E of the Corporations Act is contained in Section 8.2.

The issue of Related Party Options to the Related Parties constitutes giving a financial benefit and each of the Related Parties is a related party of the Company by virtue of being a Director.

As the Related Party Options are proposed to be issued to all of the Directors and the CEO, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the issue of the Related Party Options. Accordingly, Shareholder approval for the issue of Related Party Options to the Related Parties is sought in accordance with Chapter 2E of the Corporations Act.

10.3 Listing Rule 10.14

Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire equity securities under an employee incentive scheme without the approval of the holders of its ordinary securities:

10.14.1 a director of the entity;
10.14.2 an associate of a director of the entity; or
10.14.3 a person whose relationship with the entity or a person referred to in Listing Rules 10.14.1 to 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by security holders.

The issue of Related Party Options to the Related Parties falls within Listing Rule 10.14.1 (for the Directors) and 10.14.3 (for Mr Reed as CEO) and therefore requires the approval of Shareholders under Listing Rule 10.14.

Resolutions 10 to 14 seek the required Shareholder approval for the issue of the Related Party Options under and for the purposes of Listing Rule 10.14.

10.4 Technical information required by Listing Rule 14.1A

If Resolutions 10 to 14 are passed, the Company will be able to proceed with the issue of the Related Party Options to the Related Parties under the Option Plan within three years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Related Party Options (because approval is being obtained under Listing Rule 10.14), the issue of the Related Party Options will not use up any of the Company’s 15% annual placement capacity.

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If Resolutions 10 to 14 are not passed, the Company will not be able to proceed with the issue of the Related Party Options to the Related Parties under the Option Plan and may need to seek to remunerate the Related Parties by another means.

10.5 Technical Information required by Listing Rule 10.15 and section 219 of the Corporations Act

Pursuant to and in accordance with Listing Rule 10.15 and section 219 of the Corporations Act, the following information is provided in relation to Resolutions 10 to 14:

(a) the Related Party Options will be issued to the following persons:
(i) Mr Lindsay Reed (or his nominees) pursuant to Resolution 10;
(ii) Mr Peter Wall (or his nominees) pursuant to Resolution 11;
(iii) Mr Damian Black (or his nominees) pursuant to Resolution 12;
(iv) Ms Dganit Balder (or her nominees) pursuant to Resolution 13; and
(v) Mr William Oliver (or his nominees) pursuant to Resolution 14,
each of whom falls within the category set out in Listing Rule 10.14.1 by virtue of being a Director except Mr Reed who as CEO falls under Listing Rule 10.14.3;
(b) the maximum number of Related Party Options to be issued to the Related Parties (being the nature of the financial benefit proposed to be given) is 30,000,000 comprising:
(i) 10,500,000 Related Party Options to Mr Lindsay Reed (or his nominees) pursuant to Resolution 10;
(ii) 6,500,000 Related Party Options to Mr Peter Wall (or his nominees) pursuant to Resolution 11;
(iii) 6,000,000 Related Party Options to Mr Damian Black (or his nominees) pursuant to Resolution 12;
(iv) 3,500,000 Related Party Options to Ms Dganit Balder (or her nominees) pursuant to Resolution 13; and
(v) 3,500,000 Related Party Options to Mr William Oliver (or his nominees) pursuant to Resolution 14;
(c) the total remuneration package for each of the Related Parties for the previous financial year and the proposed total remuneration package for the current financial year are set out below:

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----- Start of picture text -----

Related Party Current Previous
Financial Year Financial Year
Lindsay Reed $281,869 $271,048
Peter Wall $36,000 $36,000
Damian Black $36,000 $36,000
Dganit Balder $36,000 $36,000
William Oliver $36,000 $36,000
----- End of picture text -----

(d) no Options have previously been issued under the Option Plan;
(e) the Related Party Options will be exercisable at $0.05 each on or before 5.00 pm (WST) on the date which is 4 years after the date of issue. A more comprehensive summary of the terms and conditions of the Related Party Options is set out in Schedule 2;
(f) the number of Related Party Options to be issued to each of the Related Parties has been determined based upon a consideration of:
(i) current market standards and/or practices of other ASX listed companies of a similar size and stage of development to the Company;
(ii) the past services provided by the Related Parties to the Company;
(iii) the remuneration of the Related Parties; and
(iv) incentives to attract and retain the service of the Related Parties who have appropriate knowledge and expertise, while maintaining the Company’s cash reserves.

The Company does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Related Party Options upon the terms proposed;

(g) the value of the Related Party Options is as follows:

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----- Start of picture text -----

Related Party Value ($)
Lindsay Reed $272,679.55
Peter Wall $168,801.63
Damian Black $155,816.89
Dganit Balder $90,893.18
William Oliver $90,893.18
Total $779,084.43
----- End of picture text -----

The pricing methodology is set out in Schedule 3;

(h) the Related Party Options will be issued to the Related Parties (or their nominees) no later than 3 years after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Related Party Options will occur on the same date.

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(i) the issue price of the Related Party Options will be nil. The Company will not receive any other consideration in respect of the issue of the Related Party Options (other than in respect of funds received on exercise of the Related Party Options);
(j) a summary of the terms of the Option Plan are contained in Schedule 1;
(k) no loan is being made to Related Parties in connection with the acquisition of the Related Party Options;
(l) details of any Options issued under the Option Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14; and
(m) any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Options under the Option Plan after Resolutions 10 to 14 are approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14.
(n) the relevant interests of the Related Parties in securities of the Company as at the date of this Notice are set out below:

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Related Party Shares [1]
Lindsay Reed 217,000,000 [ 2]
Peter Wall 224,490,192 [3]
Damian Black 194,182,332 [4]
Dganit Balder 0
William Oliver 18,456,000 [5]
----- End of picture text -----

Notes:

Fully paid ordinary shares in the capital of the Company (ASX: MNB) (preconsolidation).
Comprising: 72,147,592 Shares indirectly held by Pheakes Pty Ltd ; and 152,342,600 Shares held by the Wall Family Super Fund
Comprising: 750,000 Shares indirectly held by Mr Damian Peter Black and Mr Andrew Black ATF the Lenoir Superfund; 174,712,332 Shares indirectly held by Brijohn Nominees Pty Ltd ; and 18,720,000 indirectly by Lenoir Capital Pty Ltd.
Comprising: 9,485,250 Shares indirectly held by WA & BNN Oliver ; and 8,970,750 Shares indirectly held by WA & BNN Oliver .

(o) 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	$0.003	7 September 2020
Lowest	$0.001	26 August 2020
Last	$0.02	29 September 2020

(p) each Director has a material personal interest in the outcome of Resolutions 10 to 14 on the basis that all of the Directors (or their nominees)

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are to be issued Related Party Options should Resolutions 10 to 14 be passed. For this reason, the Directors do not believe that it is appropriate to make a recommendation on Resolutions 10 to 14 of this Notice;

(q) the Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass Resolutions 10 to 14; and
(r) a voting exclusion statement is included in Resolutions 10 to 14 of the Notice.

11. RESOLUTIONS 15 AND 16 – APPROVAL TO ISSUE LEAD MANAGER SECURITIES

11.1 General

The Company has entered into an agreement ( Lead Manager Mandate ) to issue 10,000,000 Options (post-consolidation) in part consideration for lead manager services provided by Vert Capital ( Lead Manager Options ). The terms of the Lead Manager Options are set out in Schedule 2.

Under the Lead Manager Mandate the Company has also agreed to pay the Lead Manager the following fees:

(a) a capital raising fee of 6% of the total amount raised under the Capital Raising (excluding the $750,000 raised by Aesir) (equivalent to $90,000 plus GST);
(b) a capital raising fee of 1% of the $750,000 raised by Aesir (equivalent to $7,500 plus GST); and
(c) a management fee of $15,000 plus GST

(together, the Capital Raising Fees ).

The Capital Raising Fees total $112,500 plus GST. The Lead Manager has the right to convert the Capital Raising Fees into Shares at the same price as the Capital Raising.

The Lead Manager has confirmed that it wishes to convert the Capital Raising Fees (including the GST component) into Shares (with the exception of $5,100 plus GST which is to be paid to the Lead Manager in cash), meaning that the Company is seeking Shareholder approval to issue up to 3,388,000 Shares (postconsolidation) to the Lead Manager (being that number of Shares issued at $0.0015 equivalent to $101,640) ( Lead Manager Shares ) (together the Lead Manager Shares and Options, the Lead Manager Securities ).

11.2 Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 6.2.

The proposed issue of the Lead Manager Securities does not fall within any of these exceptions and (prior to the Company receiving Shareholder approval for the issue of the Tranche 1 Shares the subject of Resolution 5) exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

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11.3 Technical information required by Listing Rule 14.1A

If Resolutions 15 and 16 are passed, the Company will be able to proceed with the issue of the Lead Manager Securities. In addition, the issue of the Lead Manager Securities will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolutions 15 and 16 are not passed, the Company may not be able to proceed with the issue of the Lead Manager Securities depending on whether Shareholders approve the issue of the Tranche 1 Shares the subject of Resolution 5. If the Company is unable to issue the Lead Manager Securities, the Company will be in breach of its obligations under the Lead Manager Mandate, and may have to remunerate the Lead Manager in cash, depleting the Company’s cash reserves.

Resolutions 15 and 16 seek Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Lead Manager Options and Lead Manager Shares respectively.

11.4 Key terms of the Lead Manager Mandate

The key terms of the Lead Manager Mandate are:

(a) Fees

The Company has agreed to pay Vert Capital the following fees:

(i) a capital raising fee of 6% of the total amount raised under the Capital Raising (excluding the $750,000 raised by Aesir);
(ii) a capital raising fee of 1% of the $750,000 raised by Aesir; and
(iii) in addition to a management fee of $15,000.

Vert Capital has the right to convert these Capital Raising Fees into Lead Manager Shares at the same price as the Capital Raising.

As noted in Section 11.1, the Lead Manager has confirmed to the Company that it has elected to convert the Capital Raising Fees (excluding $5,100 plus GST which is to be paid in cash) into Lead Manager Shares.

The Company has also agreed, subject to Shareholder approval, to issue Vert Capital (or its nominees) 10,000,000 Lead Manager Options on the terms and conditions set out in Schedule 2.

(b) General

The Lead Manager Mandate contains other terms and conditions considered standard for an agreement of this nature.

11.5 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolutions 15 and 16:

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(a) the Lead Manager Securities will be issued to Vert Capital (or its nominees), who is not a related party of the Company;
(b) the maximum number of:
(i) Lead Manager Options to be issued is 10,000,000 (Resolution 14); and
(ii) Lead Manager Shares is 3,388,000 (Resolution 15).

The Lead Manager Options will be exercisable at $0.05 each on or before 5.00 pm (WST) on the date which is 2 years after the date of issue. A more comprehensive summary of the terms and conditions of the Lead Manager Options is set out in Schedule 2. The Lead Manager Shares issued will all be fully paid ordinary shares in the capital of the Company and will be issued on the same terms and conditions as the Company’s existing Shares;

(c) the Lead Manager Securities 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 Listing Rules) and it is intended that issue of the Lead Manager Securities will occur on the same date;
(d) the Lead Manager Securities will be issued at a nil issue price, in consideration for lead manager services provided by Vert Capital;
(e) the purpose of the issue of the Lead Manager Securities is to satisfy the Company’s obligations under the Lead Manager Mandate and preserve the Company’s cash reserves;
(f) the Lead Manager Securities are being issued to Vert Capital under the Lead Manager Mandate. A summary of the material terms of the Lead Manager Mandate is set out in Section 11.4;
(g) the Lead Manager Securities are not being issued under, or to fund, a reverse takeover; and
(h) a voting exclusion statement is included in Resolutions 15 and 16 of the Notice.

12. RESOLUTION 17 – APPROVAL TO ISSUE ADVISER SHARES

12.1 General

The Company proposes to issue 6,666,667 Shares (post-consolidation) in full consideration for marketing services provided by S3 Consortium Pty Ltd (or its nominees) ( Adviser Shares ).

S3 Consortium Pty Ltd has provided marketing services to the Company and the Company owes S3 Consortium Pty Ltd $200,000. The issue of the Adviser Shares will fully satisfy the amount outstanding to S3 Consortium Pty Ltd.

12.2 Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 6.2.

The proposed issue of the Adviser Shares does not fall within any of these exceptions and (prior to the Company receiving Shareholder approval for the

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issue of the Tranche 1 Shares the subject of Resolution 5) exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

12.3 Technical information required by Listing Rule 14.1A

If Resolution 17 is passed, the Company will be able to proceed with the issue of the Adviser Shares. In addition, the issue of the Adviser Shares will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 17 is not passed, the Company may not be able to proceed with the issue of the Adviser Shares depending on whether Shareholders approve the issue of the Tranche 1 Shares the subject of Resolution 17. If the Company is unable to issue the Adviser Shares, the Company will have to pay S3 Consortium Pty Ltd in cash, depleting the Company’s cash reserves.

Resolution 17 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Adviser Shares.

12.4 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 17:

(a) the Adviser Shares will be issued to S3 Consortium Pty Ltd (or its nominees), who is not related parties of the Company;
(b) the maximum number of Adviser Shares to be issued is 6,666,667 Shares (post-consoldiation).
(c) the Adviser Shares issued will all be fully paid ordinary shares in the capital of the Company and will be issued on the same terms and conditions as the Company’s existing Shares;
(d) the Adviser Shares 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 Listing Rules) and it is intended that issue of the Adviser Shares will occur on the same date;
(e) the Adviser Shares will be issued at a nil issue price, in consideration for marketing services provided by S3 Consortium Pty Ltd;
(f) the purpose of the issue of the Adviser Shares is to satisfy the Company’s obligations under the marketing services agreement;
(g) the Adviser Securities are not being issued under an agreement;
(h) the Adviser Securities are not being issued under, or to fund, a reverse takeover; and
(i) a voting exclusion statement is included in Resolution 17 of the Notice.

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13. RESOLUTION 18 – ISSUE OF AESIR SHARES

13.1 Background

In addition to the Lead Manager, the Company agreed for Aesir to place $750,000 worth of Shares under the Capital Raising ( Aesir Placement Amount ). In return the Company agreed to pay Aesir a capital raising fee of 5% (equivalent to $37,500 plus GST) of the Aesir Placement Amount ( Aesir Fee ). Aesir has the right to convert the Aesir Fee into Shares at the same price as the Capital Raising.

Aesir has confirmed that it wishes to convert the Aesir Fee into Shares, meaning that the Company is seeking Shareholder approval to issue up to 1,375,000 Shares (post-consolidation) to Aesir ( Aesir Shares ).

13.2 Chapter 2E of the Corporations Act

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 issue of Aesir Shares to Aesir (or its nominees) (Mr Damian Black, a Director is also a director and shareholder of Aesir) constitutes giving a financial benefit and Mr Black is a related party of the Company by virtue of being a Director.

The Directors (other than Mr Black who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Aesir Shares because the issue of the Aesir Shares will be on the same terms as Tranche 2 Shares issued to non-related party participants in the Capital Raising and as such the giving of the financial benefit is considered to be reasonable remuneration in the circumstance and on an arm’s length basis (being the same terms as the other participants in the Capital Raising).

13.3 Listing Rule 10.11

A summary of Listing Rule 10.11 is set out in Section 8.3.

The issue of Aesir Shares falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolution 18 seeks the required Shareholder approval for the issue of the Aesir Shares under and for the purposes of Listing Rule 10.11.

13.4 Technical information required by Listing Rule 14.1A

If Resolution 18 is passed, the Company will be able to proceed with the issue of the Aesir Shares to Aesir within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Aesir Shares

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(because approval is being obtained under Listing Rule 10.11), the issue of the Aerir Shares will not use up any of the Company’s 15% annual placement capacity.

If Resolution 18 is not passed, the Company will not be able to proceed with the issue of the Aesir Shares and the Company and may have to remunerate the Aesir in cash, depleting the Company’s cash reserves.

13.5 Technical Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolution 18:

(a) the Aesir Shares will be issued to Aesir (or its nominees). Aesir falls within the category set out in Listing Rule 10.11.4 as Aesir is an associate of Mr Damian Black by virtue of Mr Black being a director and shareholder of Aesir while also being a Director;
(b) the maximum number of Aesir Shares to be issued to Aesir is 1,375,000;
(c) the Aesir Shares issued will be 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 Aesir Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Aesir Shares will occur on the same date;
(e) the Adviser Shares will be issued at a nil issue price, in consideration for Aesir placing the Aesir Placement Amount;
(f) the purpose of the issue of the Aesir Shares is to satisfy the Company’s obligations to pay the Aesir Fee and preserve the Company’s cash reserves;
(g) the Aesir Shares are not intended to remunerate or incentivise Mr Black;
(h) the Aesir Shares are not being issued under an agreement;
(i) a voting exclusion statement is included in Resolution 18 of the Notice.

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GLOSSARY

$ means Australian dollars.

7.1A Mandate has the meaning given in Section 4.1.

Adviser Shares has the meaning given in Section 12.1.

Aesir means Aesir Corporate Pty Ltd (ACN 625 361 382).

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

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.

Capital Raising has the meaning given in Section 6.1.

Chair means the chair of the Meeting.

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.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

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.

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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.

Lead Manager or Vert Capital means Vert Capital Pty Ltd (ACN 635 566 424).

Lead Manager Options has the meaning given in Section 11.1.

Lead Manager Securities has the meaning given in Section 11.1.

Lead Manager Shares has the meaning given in Section 11.1.

Listing Rules means the Listing Rules of ASX.

Managing Director means the managing director of the Company who may, in accordance with the Listing Rules, continue to hold office indefinitely without being reelected to the office.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

Related Party Share has the meaning given in Section 8.1.

Related Party Option has the meaning given in Section 10.1.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2020.

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

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

Tranche 1 Shares has meaning given in Section 6.1.

Tranche 2 Shares has meaning given in Section 7.1.

Variable A means “A” as set out in the formula in Listing Rule 7.1A.2.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – INCENTIVE OPTION PLAN

Incentive Option Plan

The Company has adopted an employee incentive option plan ( ESOP or Option Plan ) on the terms and conditions as set out below:

(a) Eligibility and Grant of Plan Options

The Board may grant options to acquire Shares under the Option Plan ( ESOP Options ) to any full or part time employee or director of the Company or subject to, and in accordance with, any necessary ASIC relief being obtained, a casual employee or contractor of the Company ( Eligible Participant ). ESOP Options may be granted by the Board at any time.

(b) No Consideration

Unless the ESOP Options are quoted on ASX, ESOP Options will be issued for issued for no more than nominal cash consideration.

(c) Conversion

Each ESOP Option is exercisable into one Share ranking equally in all respect with the existing issued Shares.

(d) Exercise Price and Expiry Date

The exercise price and expiry date for ESOP Options granted under the Option Plan will be determined by the Board prior to the grant of the ESOP Options.

(e) Exercise Restrictions

The ESOP Options granted under the Option Plan may be subject to conditions on exercise as may be fixed by the Board prior to grant of the ESOP Options ( Exercise Conditions ). Any restrictions imposed by the Board must be set out in the offer for the ESOP Options.

(f) Renounceability

Eligible Participants may renounce their offer in favour of a nominee (the Eligible Participants and their nominees are each Participants ).

(g) Lapsing of ESOP Options

Unless the Board determines otherwise, subject to the terms of the offer made to a Participant, an unexercised ESOP Option will lapse upon the earlier to occur of:

(i) an unauthorised dealing in, or hedging of, the Option;
(ii) a Vesting Condition in relation to the Option is not satisfied by the due date, or becomes incapable of satisfaction, as determined by the Board in its absolute discretion, unless the Board exercises its discretion to waiver the Vesting Condition and vest the Option;
(iii) in respect of unvested Options only, a Relevant Person ceases to be an Eligible Participant, unless the Board:
(A) exercises its discretion to vest the Option; or

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(B) in its absolute discretion, resolves to allow the unvested Options to remain unvested after the Relevant Person ceases to be an Eligible Participant.
(iv) in respect of vested Options only, a Relevant Person ceases to be an Eligible Participant and the Option granted in respect of that Relevant Person is not exercised within one (1) month (or such later date as the Board determines) of the date the Relevant Person ceases to be an Eligible Participant;
(v) the Board deems that an Option lapses due to fraud, dishonesty or other improper behaviour of the holder/Eligible Participant;
(vi) the Company undergoes a Change of Control or a winding up resolution or order is made, and the Option does not vest in; and
(vii) the Expiry Date of the Option.

(h) Share Restriction Period

Shares issued on the exercise of ESOP Options may, at the discretion of the Board, be subject to a restriction that they may not be transferred or otherwise dealt with until a restriction period has expired, as specified in the offer for the ESOP Options.

(i) Disposal of Options

ESOP Options will not be transferable and will not be quoted on the ASX, unless the offer provides otherwise or the Board in its absolute discretion approves.

(j) Trigger Events

The Company may permit ESOP Options to be exercised in certain circumstances where there is a change in control of the Company (including by takeover) or entry into a scheme of arrangement.

(k) Participation

There are no participating rights or entitlements inherent in the ESOP Options and holders will not be entitled to participate in new issues of capital offered to shareholders of the Company during the currency of the ESOP Options.

(l) Change in exercise price

An ESOP Option will not confer a right to a change in exercise price or a change in the number of underlying Shares over which the ESOP Option can be exercised.

(m)

Reorganisation

If at any time the capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a Participant are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.

(n)

Limitations on Offers

The Company must have reasonable grounds to believe, when making an offer under the Option Plan that the number of Shares to be received on exercise of ESOP Options, when aggregated with the number of Shares issued or that may be

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issued as a result of offers made at any time during the previous 3 year period under an employee incentive scheme covered by an ASIC Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the offer.

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SCHEDULE 2 – OPTION TERMS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.05 (post-sonsolidation) ( Exercise Price ).

Expiry Date

(i) Each Related Party Option will expire at 5:00 pm (WST) on the date which is 4 years after the date of issue ( Related Party Option Expiry Date ). A Related Party Option not exercised before the Related Party Option Expiry Date will automatically lapse on the Related Party Option Expiry Date.
(ii) Each Lead Manager Option will expire at 5:00 pm (WST) on the date which is 2 years after the date of issue ( Lead Manager Option Expiry Date ). A Lead Manager Option not exercised before the Lead Manager Option Expiry Date will automatically lapse on the Lead Manager Option Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the relevant 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 five Business Days after the Exercise Date, the Company will:

(i) 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;
(ii) 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

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708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

(iii) 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)(ii) 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) Reconstruction of capital

ASX LR 6.16 If at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j) Participation in new issues

ASX LR 6.19/20 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.

(k) Change in exercise price

ASX LR 6.21 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.

(l) Transferability

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

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SCHEDULE 3 – VALUATION OF THE RELATED PARTY OPTIONS

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

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Assumptions:
Valuation date 14 September 2020
Market price of Shares $0.004 (post consolidated)
Exercise price $0.050 (post consolidated)
Expiry date (length of time from issue) 4 years from issue
Risk free interest rate 0.40%
Volatility (discount) 100%
Indicative value per Option $0.026
Total Value of all 30m Options $779,084
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Note : The valuation noted above is not necessarily the market price that the Options could be traded at and is not automatically the market price for taxation purposes.

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AI assistant

MINBOS RESOURCES LIMITED — AGM Information 2020

65355_rns_2020-09-29_5663199b-abaf-4a82-8a93-c6e66db6bce9.pdf

MINBOS RESOURCES LIMITED ACN 141 175 493 NOTICE OF ANNUAL GENERAL MEETING

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

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

Voting Prohibition Statement:

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR DAMIAN BLACK

4. RESOLUTION 3 – APPROVAL OF 7.1A MANDATE

Voting Exclusion Statement :

5. RESOLUTION 4 – CONSOLIDATION OF CAPITAL

6. RESOLUTION 5 – RATIFICATION OF TRANCHE 1 SHARES

Voting Exclusion Statement :

7. RESOLUTION 6 – APPROVAL TO ISSUE TRANCHE 2 SHARES

Voting Exclusion Statement :

8. RESOLUTION 7 – ISSUE OF TRANCHE 2 SHARES TO PETER WALL

Voting Exclusion Statement :

Voting Prohibition Statement:

9. RESOLUTION 8 – ISSUE OF TRANCHE 2 SHARES TO WILLIAM OLIVER

Voting Exclusion Statement :

Voting Prohibition Statement:

10. RESOLUTION 9 – ADOPTION OF OPTION PLAN

Voting Exclusion Statement :

Voting Prohibition Statement:

11. RESOLUTION 10 – ISSUE OF OPTIONS TO LINDSAY REED

Voting Exclusion Statement :

Voting Prohibition Statement:

12. RESOLUTION 11 – ISSUE OF OPTIONS TO PETER WALL

Voting Exclusion Statement :

Voting Prohibition Statement:

13. RESOLUTION 12 – ISSUE OF OPTIONS TO DAMIAN BLACK

Voting Exclusion Statement :

Voting Prohibition Statement:

14. RESOLUTION 13 – ISSUE OF OPTIONS TO DGANIT BALDAR

Voting Exclusion Statement :

Voting Prohibition Statement:

15. RESOLUTION 14 – ISSUE OF OPTIONS TO WILLIAM OLIVER

Voting Exclusion Statement :

Voting Prohibition Statement:

16. RESOLUTION 15 – APPROVAL TO ISSUE LEAD MANAGER OPTIONS

Voting Exclusion Statement :

17. RESOLUTION 16 – APPROVAL TO ISSUE LEAD MANAGER SHARES

Voting Exclusion Statement :

18. RESOLUTION 17 – APPROVAL TO ISSUE ADVISER SHARES

Voting Exclusion Statement :

19. RESOLUTION 18 - APPROVAL TO ISSUE AESIR SHARES

Voting Exclusion Statement :

Voting Prohibition Statement:

Dated: 30 September 2020 By order of the Board

Ashley Lim Company Secretary

Voting by proxy

Voting in person

EXPLANATORY STATEMENT

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

2.2 Voting consequences

2.3 Previous voting results

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – DAMIAN BLACK

3.1 General

3.2 Qualifications and other material directorships

3.3 Independence

3.4 Board recommendation

4. RESOLUTION 3 – APPROVAL OF 7.1A MANDATE

4.1 General

4.2 Technical information required by Listing Rule 7.1A

(a) Period for which the 7.1A Mandate is valid

(b) Minimum Price

(a) Use of funds raised under the 7.1A Mandate

(b) Risk of Economic and Voting Dilution

The table above uses the following assumptions:

(c) Allocation policy under the 7.1A Mandate

(b) Previous approval under Listing Rule 7.1A

4.3 Voting Exclusion Statement

5. RESOLUTION 4 – CONSOLIDATION OF CAPITAL

5.1 Background

MINBOS RESOURCES LIMITED AGM Information 2020