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MINBOS RESOURCES LIMITED Capital/Financing Update 2011

Oct 30, 2011

65355_rns_2011-10-30_4a71b68f-d52d-496d-b95d-acd685eb7029.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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Monday, 31 October 2011

ASX ANNOUNCEMENT

PLACEMENT & RIGHTS ISSUE FOR WORKING CAPITAL

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

Dear Sir/Madam

PLACEMENT SHARES (under 15% Facility)

Under the Company’s 15% Facility, the Company is pleased to announce that it has placed 9,637,500 fully paid ordinary shares (“Shares”) at $0.28 cents per Share to raise $2.7 million (the Placement ) to sophisticated investors.

The Placement was made without a prospectus or other disclosure document to investors under Section 708A of the Corporations Act.

It is contemplated that a “cleansing notice” under Section 708A (5)(e) of the Corporations Act will be given to the ASX immediately following the issue of the shares. An Appendix 3B shall be lodged immediately following the issue of these shares.

NON-RENOUNCEABLE RIGHTS ISSUE

The Directors are pleased to announce a one (1) for ten (10) pro rata non-renounceable rights issue to existing shareholders (the Offer ). The non-renounceable entitlement is not underwritten.

The Offer price is $0.28 per Rights Share to raise approximately $2.18 million before costs. Proceeds from the issue will be used to fund the Company’s exploration projects as outlined in the prospectus and provide working capital.

Shareholders will be entitled to apply for additional rights shares that make up any shortfall ( Shortfall ) under the Rights Issue. The Board of the Company retains the sole right to place any shortfall at its discretion.

The Company hereby confirms that in respect of the Rights Issue (as per the requirements of paragraph 708AA(2)(f) of the Corporations Act):

  • (a) the Company will offer the Shares for issue without disclosure to investors under Part 6D.2 of the Act;

  • (b) the Company is providing this notice under paragraph 2(f) of section 708AA of the Act;

Minbos Resources Limited 1

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  • (c) as at the date of this announcement, the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company;

  • (d) as at the date of this announcement, the Company has complied with section 674 of the Act;

  • (e) as at the date of this announcement, there is no information:

  • (i) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

  • (ii) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

    • (A) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

    • (B) the rights and liabilities attaching to the Shares; and

  • (f) the issue of the new shares under the Rights Issue is not expected to have any impact on the control of the Company.

The equity raising of approximately $2.18 million via the Offer with the Placement to raise $2.7 million, will together raise a total of approximately $4.88 million.

USE OF WORKING CAPITAL

The Company intends to apply the funds raised from the Offer and Placement towards further development of the Company’s projects in Angolan and the DRC, including:

  • (a) further exploration drilling and analysis;

  • (b) a scoping status for the Cacata deposit and, if warranted, commencement of a bankable feasibility study;

  • (c) a desktop study for the Kanzi deposit; and

  • (d) general administration and working capital.

Yours faithfully

MINBOS RESOURCES LIMITED

Tanya Woolley

Company Secretary

Minbos Resources Limited 2

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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 3