MINBOS RESOURCES LIMITED — Capital/Financing Update 2014

May 18, 2014

ASX Code: MNB PERTH OFFICE 278 Barker Road Subiaco WA 6008 Australia T: +61 8 6102 7724 E: info@minbos.com W: www.minbos.com ABN: 93 141 175 493

19 May 2014

Elizabeth Harris ASX Compliance Pty Limited GPO Box D187 PERTH WA 6840

Dear Ms Harris

MINBOS RESOURCES LIMITED (MNB or Company)

I refer to your letter dated 13 May 2014 regarding the Appendix 5B for the period ended 31 March 2014, released to ASX Limited (ASX) on 28 April 2014, (the Appendix 5B).

The Company provides the following response to the questions raised in your letter:

1. The Company may not have sufficient funds to meet its objectives for the next quarter and therefore plans to undertake a rights issue to raise up to approximately $1.7 million during May 2014. CPS Capital Pty Ltd (CPS) is proposed to be the lead manager for the offer.

2. The Company expects that it will have negative operating cash flows in the future and is reliant on capital raising activities to fund its ongoing exploration activities. The Directors assess the Company’s cash requirements to meet the Company’s planned activities and arrange capital raising activities either through debt or equity arrangements.

3. The Company proposes to undertake a rights issue to raise up to approximately $1.7 million. The Company has commenced the due diligence process for the right issue offer document and has engaged CPS as the lead manager of the offer.

4. The Company confirms that it is in compliance with the listing rules and in particular, listing rule 3.1.

5. With regard to listing rule 12.2, the Directors confirm that the Company is of a financial condition to warrant continued quotation of its securities and its continued listing.

I refer you to the Half Year Report for the period ended 31 December 2013, released to the ASX on 14 March 2014, the Company has a net asset position of approximately $10.3 million. The only material change to the balance sheet from 31 December 2013 to 31 March 2014, was reduction in net assets of approximately $300,000 due to foreign exchange movements of the Company’s Investment in associate which is the holder of the Company’s Cabinda phosphate project.

ASX Code: MNB PERTH OFFICE 278 Barker Road Subiaco WA 6008 Australia T: +61 8 6102 7724 E: info@minbos.com W: www.minbos.com ABN: 93 141 175 493

At 31 March 2014 the Company had current liabilities of approximately $1.6 million, of which, up to $700,000 will be satisfied through a conversion to equity following a successful capital raising. Regarding the remaining current liabilities of $0.9 million, the Company believes can be met with successful capital raising activities within 12 months.

The Company has engaged CPS for corporate advisory services and as lead manager for the proposed right issue. The Directors of the Company believe that they will be able to raise additional capital as required to meet the Company’s obligations as and when they fall due.

Notwithstanding the above, the Company notes that a future entitlement offer to raise up to $1.54 million was disclosed in the Notice of Meeting for the meeting held 14 April 2014, released to the ASX on 14 March 2014. Additionally at the general meeting held 14 April 2014, the Company received shareholder approval to undertake a placement of 500 million shares at an issue price of not less than $0.003 to raise approximately $1.5 million. The Company is therefore in a position to undertake the required capital raising activities.

Yours sincerely

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Paige Exley Company Secretary

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ASX Compliance Pty Limited ABN 26 087 780 489 Level 40, Central Park 152 – 158 St Georges Terrace PERTH WA 6000 GPO Box D187 PERTH WA 6840

Telephone 61 8 9224 0000 Facsimile 61 8 9381 1322 www.asx.com.au

13 May 2014

Ms Paige Exley Company secretary Minbos Resources Limited 278 Barker Road SUBIACO WA 6008

Dear Paige

MINBOS RESOURCES LIMITED (the “Company”)

I refer to the Company’s Quarterly Report in the form of Appendix 5B for the period ended 31 March 2014 , released to ASX Limited ("ASX") on 28 April 2014, (the “Appendix 5B”).

ASX notes that the Company has reported the following.

1. Receipts from sales of nil

2. Net negative operating cash flows for the quarter of $120,000

3. Cash at end of quarter of $97,000.

4. Estimated cash outflows for the next quarter of $180,000 (exploration and evaluation $50,000 and administration $130,000).

In light of the information contained in the Appendix 5B, please respond to each of the following questions.

1. It is possible to conclude on the basis of the information provided that if the Company were to continue to expend cash at the rate for the quarter indicated by the Appendix 5B, the Company may not have sufficient cash to fund its activities. Is this the case, or are there other factors that should be taken into account in assessing the Company’s position?

2. Does the Company expect that in the future it will have negative operating cash flows similar to that reported in the Appendix 5B for the quarter and, if so, what steps has it taken to ensure that it has sufficient funds in order to continue its operations at that rate?

3. What steps has the Company taken, or what steps does it propose to take, to enable it to continue to meet its business objectives?

4. Can the Company confirm that it is in compliance with the listing rules, and in particular, listing rule 3.1?

5. Please comment on the Company’s compliance with listing rule 12.2, with reference to the matters discussed in the note to the rule.

Listing rule 3.1

Listing rule 3.1 requires an entity to give ASX immediately any information concerning it that a reasonable person would expect to have a material effect on the price or value of the entity’s securities. The exceptions to this requirement are set out in the rule.

In responding to this letter you should consult listing rule 3.1 and Guidance Note 8 titled “Continuous disclosure: listing rules 3.1 – 3.1B”.

If the information requested by this letter is information required to be given to ASX under listing rule 3.1 your obligation is to disclose the information immediately.

Your responsibility under listing rule 3.1 is not confined to, or necessarily satisfied by, answering the questions set out in this letter.

This letter and your response will be released to the market. If you have any concerns about your response being released, please contact me immediately. Your response should be sent to me on facsimile number +61 8 9381 1322 or email Elizabeth.Harris@asx.com.au . It should not be sent to the ASX Market Announcements Office.

Unless the information is required immediately under listing rule 3.1, a response is requested as soon as possible and, in any event, not later than 3.00 pm WST on Monday 19 May 2014 .

If you are unable to respond by the time requested you should consider a request for a trading halt in the Company’s securities.

If you have any queries please let me know.

Yours sincerely,

[sent electronically without signature]

Elizabeth Harris Principal Adviser, Listings Compliance (Perth)