MINBOS RESOURCES LIMITED — Capital/Financing Update 2014

Jan 12, 2014

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

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 (e.g. 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)	a. Fully paid ordinary shares b. Unlisted options (to be listed following the rights issue) c. Fully paid ordinary shares d. Listed options
	a. 83,333,333 b. 83,333,333 c. 110,206,688 d. 110,206,688
	a. Fully paid ordinary shares b. Unlisted options exercisable at $0.01 each, expiring 30 December 2016 c. Fully paid ordinary shares d. Listed options exercisable at $0.01 each, expiring 30 December 2016

• See chapter 19 for defined terms.

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4 Do the+securities rank equally in all respects from the+issue date 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)	a. Yes b. The class of options is a new class. Upon conversion of the options the resulting fully paid ordinary shares will rank equally with all fully paid ordinary shares on issue. c. The shares issued under the Rights Issue will rank equally with the existing fully paid ordinary shares of the Company from the date of allotment. d. The class of options is the same as the class set out in b. above and will be listed on ASX following the rights issue.
	a. $0.003 per share b. Nil consideration – free attaching to shares c. $0.01 per share d. Nil consideration – free attachingto shares
	a. Ordinary shares were issued on conversion of $250,000 of an $800,000 convertible note facility pursuant to Convertible Note Trust Deed dated 27 August 2013. b. The options were issued on conversion of $250,000 of an $800,000 convertible note facility pursuant to Convertible Note Trust Deed dated 27 August 2013. c. The funds to be raised by the Company via the Rights Issue will be applied to exploration, drilling, evaluation and general working capital for the Company’s projects as detailed in the Prospectus dated 10 January 2014 and released to the ASX. d. The funds to be raised by the Company via the Rights Issue will be applied to progress the divestment of the Kanzi Project; to secure the renewal of the Cabinda exploration licences; exploration activities for the Western Australian phosphate tenements, repayment of some of the Company’s existing convertible notes; and general administration and workingcapital.

• See chapter 19 for defined terms.

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6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements	Yes
	25 November 2013
	NIL
	NIL
	a. 83,333,333 shares b. 83,333,333 options
	c. 110,206,688 shares d. 110,206,688 options
	N/A
	N/A
	Capacity under LR 7.1 is 33,310,090 Capacity under LR 7.1A is 35,185,563

• See chapter 19 for defined terms.

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7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.

8 Number and +class of all +securities quoted on ASX ( including the +securities in section 2 if applicable)

17 February 2014

Number +Class 367,355,626 Fully paid ordinary shares (MNB) 110,206,688 Listed options @ $0.01 each, expiring 30/12/2016 (ASX With a further 83,333,333 Code: TBA) options to be listed on completion of the rights issue

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	500,000 100,000 3,000,000 1,150,000 5,000,000 4 10 25 25	Unlisted Options @ $0.20 each, expiring 18/04/2014. (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: MNBAI) Unlisted Options @ $0.0937 each, expiring 08/03/2016 (ASX Code: MNBAM) Unlisted Options @ $0.01 each, expiring 30/12/2016 (ASX Code: MNBAK) Lind Convertible Security with a total face value of $200,000, may be converted at any time at the discretion of Lind. The number of shares upon conversion are calculated by the conversion amount divided by the conversion price which is 91% of the average 3 consecutive days volume weighted average price (VWAP) during 20 days immediately prior to the date the Company receives a conversion notice from Lind. Convertible Notes each with a face value of $25,000 (total face value $250,000) at a conversion price, subject to conditions, of $0.01 or $0.003 per Share for the issue up to 8,333,333 Shares per note plus 8,333,333 free attaching Options. For a maximum of 83,333,333 Shares with 83,333,333 attaching Options to be issued. Reeves Convertible Notes each with a face value of $10,000 (total face value $250,000) at a conversion price of $0.063 per Share to issue a maximum of 3,968,254 Shares. Carter Convertible Notes each with a face value of $10,000 (total face value $250,000) at a conversion price of $0.063 per Share to issue a maximum of 3,968,254 Shares.

• See chapter 19 for defined terms.

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

Part 2 - Pro rata issue

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 offer 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	No
	Renounceable
	Three (3) new shares for every seven (7) held at record date 21 January2014.
	Fully paid ordinary shares with a free attachingoption.
	21 January 2014
	No
	Fractional entitlements will be rounded up to the nearest whole number
	All countries except Australia and New Zealand
	07 February 2014 (unless extended)
	Bethesda Investment Corp & Copper MiningVenture,LDA
	No fees shall be paid to the Underwriters by the Company in relation to the underwriting of the Offer.

• See chapter 19 for defined terms.

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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 offer documents 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	CPS Capital Pty Ltd
	A management fee of 6% of the total amount underwritten is payable to CPS Capital Pty Ltd.
	Not applicable
	Not applicable
	23 January 2014
	14 January 2014
	15 January 2014
	31 January 2014
	Contact your Stockbroker and provide instructions to your stockbroker regarding the entitlementsyou wish to sell on ASX.
	Complete the application form accompanying the Prospectus by inserting the number of new share you wish to accept and contact your stockbroker in respect of the part of our entitlement you wish to sell. Forward the form to the Company’s share registry together with a cheque for the total amount payable in respect to the new shares accepted.
	Forward a completed renunciation form

• See chapter 19 for defined terms.

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sale through a broker)?

(obtainable through your stockbroker or the Company’s share registry) together with your application form completed by the transferee together with a cheque for the appropriate application monies to the Company’s share registry, Automic Registry Services.

33 +Issue date

17 February 2014

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)[All 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

• See chapter 19 for defined terms.

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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

• 40 Do the[+] securities rank equally in all respects from the[+] issue date 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

• See chapter 19 for defined terms.

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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 42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

+Class

• See chapter 19 for defined terms.

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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 is not available now, we 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.

==> picture [378 x 25] intentionally omitted <==

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Sign here: ............................................................ Date: 13/01/2014
(Company secretary)
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Print name: Paige Exley

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• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

• Insert number of fully paid[+] ordinary 125,501,676 securities on issue 12 months before the + issue date or date of agreement to issue 2,000,000 fully paid ordinary shares issued

• Add the following: under employee incentive scheme (exception 9)

• • Number of fully paid[+] ordinary securities 10,000,000 conversion of Performance C

• issued in that 12 month period under an shares (exception 4)

• exception in rule 7.2 110,206,688 fully paid ordinary shares pursuant to a pro-rata issue

• • Number of fully paid[+] ordinary securities issued in that 12 month period with shareholder approval 2,227,722 fully paid ordinary shares issued on 07/03/2013

• • Number of partly paid[+] ordinary 2,586,207 fully paid ordinary shares issued

• securities that became fully paid in that on 11/04/2013 12 month period 6,000,000 fully paid ordinary shares issued on 11/4/2013

• Note: 5,000,000 fully paid ordinary shares issued • Include only ordinary securities here – on 14/5/2013 other classes of equity securities cannot 5,000,000 fully paid ordinary shares issued be added on 02/10/2013

• • Include here (if applicable) the securities 83,333,333 fully paid ordinary shares issued the subject of the Appendix 3B to which on 17/02/2014 this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• Subtract the number of fully paid[+] ordinary Nil securities cancelled during that 12 month period “A” 351,855,626

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	52,778,344
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	1,000,000 fully paid ordinary shares issued 07/03/2013 2,000,000 fully paid ordinary shares issued 10/09/2013 12,500,000 fully paid ordinary shares issued 13/12/2013 3,968,254 fully paid ordinary shares upon conversion of Carter Convertible Note
“C”	19,468,254
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	52,778,343
Subtract“C” Note: number must be same as shown in Step 3	19,468,254
Total[“A” x 0.15] – “C”	33,310,089 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 351,855,626 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 35,185,563

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Nil

Notes:

• This applies to equity securities – not just ordinary securities

• Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

“E” Nil

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	35,185,563
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	35,185,563 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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