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MINBOS RESOURCES LIMITED Capital/Financing Update 2012

May 22, 2012

65355_rns_2012-05-22_b84ea2f1-fed6-4d10-a4f4-18341de97ca4.pdf

Capital/Financing Update

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Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities

and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

MINBOS RESOURCES LIMITED

ABN

93 141 175 493

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1
+Class of+securities issued or to be
issued
2
Number of+securities issued or to
be issued (if known) or maximum
number which may be issued
3
Principal terms of the+securities
(eg, if options, exercise price and
expiry date; if partly paid
+securities, the amount outstanding
and due dates for payment; if
+convertible securities, the
conversion price and dates for
conversion)
Unlisted Options
3,000,000 (three million)
a) 2,000,000 exercisable at $0.25 each on or
before 30 December 2014; and
b) 1,000,000 exercisable at $0.25 each on or
before 30 December 2014. Vesting when
the Company achieves one of either the
following:
(i) a share price of $0.50 per share or;
(ii) a market capitalisation of AU$100
million

(*both based on a 30 day VWAP)
  • See chapter 19 for defined terms.

1/2/2003

Page 1

Appendix 3B New issue announcement

4
Do the+securities rank equally in all
respects from the date of allotment
with an existing+class of quoted
+securities?
If the additional securities do not
rank equally, please state:
 the date from which they do
 the extent to which they
participate for the next dividend,
(in the case of a trust,
distribution) or interest payment
 the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
7
Dates of entering+securities into
uncertificated holdings or despatch
of certificates
8
Number and+class of all
+securities quoted on ASX
(_including_the securities in clause
2 if applicable)
Not Applicable Not Applicable
$0.00001 per unlisted option
Options issued under the Company’s 15% Facility to
corporate advisor as part of their engagement for the
provision of corporate advisory services.
21 May 2012
Number +Class
66,169,250 Fully paid ordinary
shares (MNB)
  • See chapter 19 for defined terms.

1/2/2003

Page 2

Appendix 3B New issue announcement

9
Number and+class of all
+securities not quoted on ASX
(_including_the securities in clause
2 if applicable)
Number +Class
25,000,000
15,000,000
4,507,000
10,000,000
6,000,000
4,000,000
2,000,000
2,000,000
300,000
200,000
100,000
3,000,000
Ordinary shares escrowed until
18/10/2012 (ASX Code:
MNBAK)
Ordinary shares escrowed for 24
months until 18/10/2012 (ASX
Code MNBAK)
Ordinary shares escrowed for 24
months until 18/10/2012 (ASX
Code MNBAK)
Class B Performance Shares
escrowed until 18/10/2012. (ASX
Code MNBAO)
Unlisted Broker Options @ $0.20
each, expiring 13/10/2013. (ASX
Code MNBAQ)
Unlisted Class A Director
Options @ $0.20 each, expiring
13/10/2013, Already vested.
(ASX Code MNBAS)
Unlisted Class B Director
Options @ $0.30 each, expiring
13/10/2013, vesting 13/10/2011.
(ASX Code MNBAU)
Unlisted Class C Director
Options @ $0.50 each, expiring
13/10/2013, vesting 13/10/2012.
(ASX Code MNBAY)
Unlisted Options @ $0.20 each,
expiring 18/04/2014, vesting
1/10/2012. (ASX Code:
MNBAW)
Unlisted Options @ $0.20 each,
expiring 18/04/2014, vesting
1/10/2012. (ASX Code:
MNBAW)
Unlisted Options @ $0.50 each,
expiring 18/04/2014, vesting
1/04/2013. (ASX Code:
MNBAW)
Unlisted Options @ $0.25 each,
expiring 30/12/2014 (1 million
subject to vesting conditions)
(ASX Code: TBA)
  • See chapter 19 for defined terms.

1/2/2003

Page 3

Appendix 3B New issue announcement

10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
N/A

Part 2 - Bonus issue or pro rata issue – Not Applicable

11 Is security holder approval
required?
12 Is the issue renounceable or non-
renounceable?
13 Ratio in which the +securities will
be offered
14 +Class of +securities to which the
offer relates
15 +Record date to determine
entitlements
16 Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
17 Policy for deciding entitlements in
relation to fractions
18 Names of countries in which the
entity has+security holders who
will not be sent new issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19 Closing date for receipt of
acceptances or renunciations
20 Names of any underwriters
21 Amount of any underwriting fee or
commission
  • See chapter 19 for defined terms.

1/2/2003

Page 4

Appendix 3B New issue announcement

22 Names of any brokers to the issue
23 Fee or commission payable to the
broker to the issue
24 Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of +security holders
25 If the issue is contingent on
+security holders’ approval, the
date of the meeting
26 Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent to
persons entitled
27 If the entity has issued options, and
the terms entitle option holders to
participate on exercise, the date on
which notices will be sent to option
holders
28 Date rights trading will begin (if
applicable)
29 Date rights trading will end (if
applicable)
30 How do +security holders sell their
entitlements in full through a
broker?
31 How do +security holders sell part
of their entitlements through a
broker and accept for the balance?
32 How do +security holders dispose
of their entitlements (except by sale
through a broker)?
33 +Despatch date
  • See chapter 19 for defined terms.

1/2/2003

Page 5

Appendix 3B New issue announcement

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • 34 Type of securities (tick one)

  • (a) Securities described in Part 1

  • (b) Other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

  • 35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

  • 36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

  • 38 Number of securities for which +quotation is sought

  • 39 Class of +securities for which quotation is sought

  • See chapter 19 for defined terms.

1/2/2003

Page 6

Appendix 3B New issue announcement

40 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)

  • See chapter 19 for defined terms.

1/2/2003

Page 7

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted[+] quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the[+] securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here:

Date: Wednesday, 23 May 2012

(Company Secretary)

Print name: TANYA WOOLLEY

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