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MINBOS RESOURCES LIMITED Capital/Financing Update 2011

Nov 1, 2011

65355_rns_2011-11-01_a85bc0f4-f5b7-44c4-a81d-d352769c9442.pdf

Capital/Financing Update

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Perth Office South African Office Suite 2, Level 3 42 Kyalami Boulevard 1292 Hay Street Kyalami Business Park, West Perth, WA, 6005 Kyalami, Johannesburg PO Box 1974 West Perth WA 6872 T: +61 (08) 6140 2449 T: +27 11 466-8516/7 F: +61 (08) 6314 1587 F: +27 11 466-8523 E: [email protected] W: www.minbos.com

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2 NOVEMBER 2011

ASX ANNOUNCEMENT

NON-RENOUNCEABLE RIGHTS ISSUE – LETTERS TO SHAREHOLDERS

The Manager Announcements Company Announcements Office Australian Stock Exchange Limited PO Box H224 Australia Square SYDNEY NSW 2000

Dear Sir/Madam

Minbos Resources Limited (“Minbos” or the “Company”) (ASX: MNB), is pleased to advise that the following letters (attached to this letter) were sent to shareholders in accordance with notice requirements for the Company’s recently announced Rights Issue:

  • Letter to Eligible Shareholders

  • Letter to Ineligible Shareholders

Yours faithfully

MINBOS RESOURCES LIMITED Tanya Woolley Company Secretary

Minbos Resources Limited 1

Perth Office South African Office Suite 2, Level 3 42 Kyalami Boulevard 1292 Hay Street Kyalami Business Park, West Perth, WA, 6005 Kyalami, Johannesburg PO Box 1974 West Perth WA 6872 T: +61 (08) 6140 2449 T: +27 11 466-8516/7 F: +61 (08) 6314 1587 F: +27 11 466-8523 E: [email protected] W: www.minbos.com

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2 November 2011

NON-RENOUNCEABLE RIGHTS ISSUE – NOTIFICATION TO ELIGIBLE SHAREHOLDERS

Dear Shareholder,

On 31 October 2011, Minbos Resources Limited ( Company) lodged an Offer Document ( Offer Document ) with ASX for a non-renounceable pro rata rights issue ( Rights Issue ) of 7,788,750 (seven million, seven hundred and eighty eight thousand, seven hundred and fifty) fully paid ordinary shares ( New Shares ) for every ten (10) fully paid ordinary shares held as at 5pm (WST) on 9 November 2011 to shareholders with a registered address in Australia, New Zealand, United Kingdom or Hong Kong ( Eligible Shareholders ).

Pursuant to the Rights Issue, the Company will issue up to approximately 7,788,750 New Shares at an issue price of $0.28 each to raise a maximum of approximately $2.18M before expenses of the issue. The New Shares to be issued under the Rights Issue will rank equally with existing fully paid ordinary shares in the Company.

The Company expects the Rights Issue to be conducted in accordance with the following timetable:

Securities are quoted on an “ex” basis (the “ex” date) and rights trading commences 3-Nov-11
Record Date for Rights Issue 9-Nov-11
Dispatch Offer Document and serially numbered entitlement and acceptance forms to
Eligible Shareholders and announce dispatch has been completed
10-Nov-11
Offer opens 10-Nov-11
Offer closes at 5pm (WST) 24-Nov-11
Securities quoted on a deferred settlement basis 25-Nov-11
Notify ASX of under subscriptions 29-Nov-11
Dispatch date of holding statements 2-Dec-11
Trading commences of New Shares on normal basis expected to commence 5-Dec-11

The above dates are indicative only. The Company reserves the right to vary the above dates, subject to ASX Listing Rules and the Corporations Act.

The Company intends to apply the proceeds from the Issue (together with the Company’s existing cash reserves) towards further exploration drilling and analysis; a scoping status for the Cacata deposit and, if warranted, commencement of a bankable feasibility study; a desktop study for the Kanzi deposit; and general administration and working capital. Notwithstanding the above, in the event that circumstances change or other opportunities arise, the Directors reserve the right to vary the proposed use of funds to maximise benefits to shareholders.

Eligible Shareholders will receive a copy of the Offer Document and must complete the Application Form accompanying the Offer Document to take up their entitlements. Eligible Shareholders may also apply for additional shares in excess of their entitlement.

Should you have any questions regarding the Rights Issue you may contact the Company on +61 (0)8 6140 2449 or consult your stockbroker or professional adviser. A copy of the Offer Document may be viewed on the ASX Limited website at www.asx.com.au, or alternatively at the Company’s website at www.minbos.com.

Minbos Resources Limited 1

We look forward to your participation in the Rights Issue.

Yours faithfully,

Tanya Woolley Company Secretary

About Minbos

Minbos Resources Limited is an exploration company focused on the development of phosphate and potash bearing ore within the Cabinda Province of Angola and the adjoining areas of the far western DRC. Through its subsidiaries and joint ventures, the Company is exploring over 400,000ha of highly prospective ground hosting phosphate and potash bearing ore. Minbos is growing its current Resource base in incremental stages as it drills out the known deposits during 2011.

The Company’s strategy is to specifically target the exploration and development of low cost fertiliser-based commodities in order to tap into the growing global demand for fertilisers. Phosphate and potash are an essential component in certain agricultural fertilisers, with the market supported by the increasing global demand for food and bio-fuel products. For more information, visit www.minbos.com

For more information:

Peter Richards Minbos Resources Executive Chairman [email protected] (+61) 08 6140 2449

Robbie McCrae Minbos Resources Chief Executive Officer [email protected] (+27) 82 319 2690

Location of Phosphate and Potash Licences

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Minbos Resources Limited 2

Perth Office South African Office Suite 2, Level 3 42 Kyalami Boulevard 1292 Hay Street Kyalami Business Park, West Perth, WA, 6005 Kyalami, Johannesburg PO Box 1974 West Perth WA 6872 T: +61 (08) 6140 2449 T: +27 11 466-8516/7 F: +61 (08) 6314 1587 F: +27 11 466-8523 E: [email protected] W: www.minbos.com

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2 November 2011

NON-RENOUNCEABLE RIGHTS ISSUE – NOTIFICATION TO INELIGIBLE SHAREHOLDERS

Dear Shareholder,

On 31 October 2011, Minbos Resources Limited ( Company ) lodged an Offer Document ( Offer Document ) with the ASX for a non-renounceable pro rata rights issue ( Rights Issue ) of 7,788,750 (seven million, seven hundred and eighty eight thousand, seven hundred and fifty) fully paid ordinary shares ( New Shares ) for every ten (10) fully paid ordinary shares held as at 5pm (WST) on 9 November 2011 to shareholders with a registered address in Australia, New Zealand, United Kingdom or Hong Kong ( Eligible Shareholders ). Pursuant to the Rights Issue, the Company will issue up to approximately 7,788,750 New Shares at an issue price of $0.28 each to raise a maximum of approximately $2.18M before expenses of the issue.

The Company has decided that it is unreasonable to make offers under the Rights Issue to shareholders with a registered address outside Australia, New Zealand, United Kingdom or Hong Kong ( Non-Participating Shareholders ), having regard to the number of such shareholders, their holdings and the compliance costs required to offer the New Shares under the Rights Issue to those shareholders.

Unfortunately, since you are a Non-Participating Shareholder, no offer is being made to you through the Offer Document prepared by the Company in relation to the Rights Issue and as such will not be sent to you.

This letter is not an offer to issue New Shares to you, nor an invitation for you to apply for New Shares. You do not have to take any further action in relation to the Rights Issue.

Should you have any questions regarding the Rights Issue you may contact the Company on +61 0(8)6140 2449.

Yours faithfully,

Tanya Woolley Company Secretary

Minbos Resources Limited 1