MINBOS RESOURCES LIMITED — Capital/Financing Update 2016

Feb 22, 2016

23 February 2016

ASX Code: MNB PERTH OFFICE Suite 1, 245 Churchill Avenue Subiaco WA 6008 T: +61 8 6270 4610 E: info@minbos.com W: www.minbos.com

ABN: 93 141 175 493

ASX ANNOUNCEMENT/MEDIA RELEASE

TRANCHE 1 OF CAPITAL PLACEMENT COMPLETED

Minbos Resources Limited (" Minbos" or the “Company ”) is pleased to announce that it has completed Tranche 1 of the capital placement which was announced on 19 February 2016. The total capital placement is for 680 million shares at $0.005 per share to Green Services Innovations Ltd which will raise $3.4 million gross proceeds.

Tranche 1 consisting of 268 million shares was issued today using the Company’s existing 15% capacity under Listing Rule 7.1 and part of the 10% capacity under Listing Rule 7.1A. The 412 million shares under Tranche 2 will be issued following shareholder approval at a General Meeting to be scheduled in April 2016.

The proceeds from the capital placement will fund the Bankable Feasibility Study of the Cabinda phosphate project and will be used for working capital purposes.

An Appendix 3B and Section 708 A Notice are attached.

ENDS

For further information please contact

Lindsay Reed Stef Weber Chief Executive Officer Company Secretary l.reed@minbos.com s.weber@minbos.com +61 (0) 8 6270 4610 +61 (0) 8 6270 4610

About Minbos

Minbos Resources Limited ( ASX: MNB ) is an ASX-listed exploration and development company focused on phosphate ore within the Cabinda Province of Angola. Through its subsidiaries and joint ventures, the Company is exploring over 200,000ha of highly prospective ground hosting phosphate ore.

Minbos is focussing on the development of the high grade Cacata project in Cabinda whilst growing its current resource base in incremental stages on the remaining deposits in Angola.

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 is 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

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)	Fully paid ordinary shares
	268,000,000 fully paid ordinary shares
	Fully paid ordinary shares

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) 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	Yes
	Issue price of $0.005 per share
	Proceeds from the placement will be used for the Bankable Feasibility Study of the Cabinda phosphate project and for working capital purposes.
	Yes
	20 November 2015
	206,433,732 fully paid ordinary shares
	61,566,268 fully paid ordinary shares

• See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

6e Number of[+] securities issued Nil with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued Nil under an exception in rule 7.2 6g If[+] securities issued under rule Yes the issue price of the shares is $0.005 7.1A, was issue price at least 75% of 15 day VWAP as calculated An independent broking firm provided the under rule 7.1A.3? Include the calculation of the 15 day trading VWAP which +issue date and both values. is $0.0023 up to and including 18 February Include the source of the VWAP 2016. calculation. 75% of this price is $0.0017 6h If[+] securities were issued under N/A 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 Capacity under LR 7.1 is Nil issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements Capacity under LR 7.1A is 76,056,220 7 +Issue dates 23 February 2016 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. Number +Class 8 Number and +class of all 1,644,224,881 Fully paid ordinary +securities quoted on ASX shares (MNB) ( including the +securities in section 2 if applicable)

Number +Class 9 Number and +class of all +securities not quoted on ASX ( including the +securities in section 2 if applicable) 1,150,000 Unlisted Options @ $0.0937 each, expiring 08/03/2016 (ASX Code: MNBAM) 311,666,665 Unlisted Options @ $0.01 each, expiring 30/12/2016 (ASX Code: MNBAK) 237,829,976 Performance Rights 10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue 11 Is security holder approval required? N/A 12 Is the issue renounceable or nonN/A renounceable? 13 Ratio in which the[+] securities N/A will be offered 14 +Class of +securities to which the N/A offer relates 15 +Record date to determine N/A entitlements 16 Will holdings on different N/A registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements N/A in relation to fractions

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

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 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	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

a broker?

31 How do security holders sell part N/A of their entitlements through a broker and accept for the balance? 32 How do security holders dispose N/A of their entitlements (except by sale through a broker)? 33 +Issue date N/A

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

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

• See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

Entities that have ticked box 34(b)

38 Number of[+] securities for which N/A +quotation is sought 39 +Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in N/A 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 41 Reason for request for quotation N/A 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 N/A 38)

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.

Sign here:

==> picture [140 x 92] intentionally omitted <==

Date:23 February 2016 Company secretary Print name: Stef Weber

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

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

==> picture [415 x 427] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid [+] ordinary 1,189,149,881
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities
issued in that 12 month period under an
exception in rule 7.2
Number of fully paid [+] ordinary securities
178,000,000( 8 April 2015)
issued in that 12 month period with
9,075,000( 24 November 2015)
shareholder approval
• Number of partly paid [+] ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• 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
Subtract the number of fully paid [+] ordinary Nil
securities cancelled during that 12 month
period
“A” 1,376,224,881
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 206,433,732

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

Insert number of[+] equity securities issued 206,433,732 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

• “C” 206,433,732

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

“A” x 0.15 206,433,732 Note: number must be same as shown in Step 2 Subtract “C” 206,433,732 Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” NIL [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

Part 2

Part 2	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” Note: number must be same as shown in Step 1 of Part 1	1,376,224,881
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	137,622,488
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A 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	61,566,268
“E”	61,566,268

• See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

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	137,622,488
Subtract“E” Note: number must be same as shown in Step 3	61,566,268
Total[“A” x 0.10] – “E”	76,056,220 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013

23 February 2016

ASX Code: MNB PERTH OFFICE Suite 1, 245 Churchill Avenue Subiaco WA 6008 T: +61 8 6270 4610 E: info@minbos.com W: www.minbos.com

ABN: 93 141 175 493

ASX ANNOUNCEMENT/MEDIA RELEASE

Notice pursuant to paragraph 708A (5) (e) of the Corporations Act

Minbos Resources Limited ( Company ) today issued 268 million fully paid ordinary shares at $0.005 to raise AUD 1,340,000(before cost). The issued securities are in a class of securities quoted on the Australian Stock Exchange.

The Company gives notice pursuant to section 708A (5) (e) of the Corporations Act 2001 (Cth) ( Corporations Act ) that:

1. the Company issued the Shares without disclosure under Part 6D.2 of the Corporations Act;

2. as at the date of this notice, the Company has complied with:

3. a) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

4. b) section 674 of the Corporations Act;

5. as at the date of this notice, there is no information to be disclosed which is “excluded information” (as defined in section 708A (7) of the Corporations Act) that is reasonable for investors and their professional advisers to expect to find in a disclosure document.

ENDS

For further information please contact

Lindsay Reed Stef Weber Chief Executive Officer Company Secretary l.reed@minbos.com s.weber@minbos.com +61 (0) 8 6270 4610 +61 (0) 8 6270 4610

About Minbos

Minbos Resources Limited ( ASX: MNB ) is an ASX-listed exploration and development company focused on phosphate ore within the Cabinda Province of Angola. Through its subsidiaries and joint ventures, the Company is exploring over 200,000ha of highly prospective ground hosting phosphate ore.

Minbos is focussing on the development of the high grade Cacata project in Cabinda whilst growing its current resource base in incremental stages on the remaining deposits in Angola.

The Company’s strategy is to specifically target the exploration and development of low cost fertiliserbased commodities in order to tap into the growing global demand for fertilisers. Phosphate is 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