MINBOS RESOURCES LIMITED — Capital/Financing Update 2024

Apr 14, 2024

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

MINBOS RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

15/4/2024

The Proposed issue is:

A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Listed Options	87,342,843
confirmed
New class-code to be	Listed options	3,570,000
confirmed
New class-code to be	Unlisted options	6,000,000
confirmed
MNB	ORDINARY FULLY PAID	90,912,843

Proposed +issue date

18/4/2024

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

MINBOS RESOURCES LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ACN

Registration Number

141175493

1.3 ASX issuer code

MNB

1.4 The announcement is

New announcement

1.5 Date of this announcement

15/4/2024

1.6 The Proposed issue is:

A placement or other type of issue

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Appendix 3B - Proposed issue of securities

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes 7A.1a Conditions

Approval/Condition Date for determination +Security holder approval 30/5/2024

Is the date estimated or ** Approval actual? received/condition met? Estimated No

Comments

Shareholder approval required for the issue of shares and attaching options to directors/management who participated in the placement (Tranche 2).

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description

MNB : ORDINARY FULLY PAID

Number of +securities proposed to be issued

87,342,843

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.07000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

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Appendix 3B - Proposed issue of securities

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Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? Yes No ASX +security code +Security description New class-code to be confirmed Listed Options

+Security type

Options

Number of +securities proposed to be issued

87,342,843

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Free attaching to placement shares on a 1-for-1 basis

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency

AUD - Australian Dollar

Exercise price Expiry date AUD 0.0700 18/4/2026

Details of the type of +security that will be issued if the option is exercised MNB : ORDINARY FULLY PAID

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Appendix 3B - Proposed issue of securities

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Number of securities that will be issued if the option is exercised 1 fully paid ordinary share for every 1 option exercised.
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement. Options prospectus to be lodged with ASX.
Is the proposed security a 'New Will the proposed issue of this
class' (+securities in a class that is +security include an offer of
not yet quoted or recorded by ASX) attaching +securities?
or an 'Existing class' (additional No
securities in a class that is already
quoted or recorded by ASX)?
Existing class
Details of +securities proposed to be issued
ASX +security code and description
MNB : ORDINARY FULLY PAID
Number of +securities proposed to be issued
3,570,000
Offer price details
Are the +securities proposed to be issued being issued for a cash
consideration?
No
Please describe the consideration being provided for the +securities Shares to be issued to Stocks Digital for digital investor awareness services.
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
250,000.000000
Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that class?
Yes
Is the proposed security a 'New Will the proposed issue of this
class' (+securities in a class that is +security include an offer of
not yet quoted or recorded by ASX) attaching +securities?
or an 'Existing class' (additional No
securities in a class that is already
quoted or recorded by ASX)?
New class

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Appendix 3B - Proposed issue of securities

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Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs
issued over them)
Have you received confirmation from Will the entity be seeking quotation
ASX that the terms of the proposed of the 'new' class of +securities on
+securities are appropriate and ASX?
equitable under listing rule 6.1? Yes
No
ASX +security code New class-code to be confirmed +Security description Listed options
+Security type
Options
Number of +securities proposed to be issued
3,570,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities
Options to be issued to Stocks Digital for digital investor awareness services.
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Options details
+Security currency Exercise price	Expiry date
AUD - Australian Dollar AUD 0.0700	18/4/2026
Details of the type of +security that will be issued if the option is exercised
MNB : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
1 fully paid ordinary share for every 1 option exercised.
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement.
Is the proposed security a 'New Will the proposed issue of this

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Appendix 3B - Proposed issue of securities

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class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class Details of +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them) Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Unlisted options +Security type Options

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

Number of +securities proposed to be issued 6,000,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Options issued to joint lead managers of the placement Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.1100 18/4/2027 Details of the type of +security that will be issued if the option is exercised MNB : ORDINARY FULLY PAID

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Appendix 3B - Proposed issue of securities

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Number of securities that will be issued if the option is exercised

1 fully paid ordinary share for every 1 option exercised

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Part 7C - Timetable

7C.1 Proposed +issue date

18/4/2024

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No 7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes 7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1? 87,342,843 - placement options 6,000,000 - joint lead manager options 3,750,000 - Stocks digital options 3,750,000 - Stocks digital shares 17,842,670 - placement shares 7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes 7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A? 69,500,173 - placement shares 7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

Placement was a more appropriate option for the company as considered by the board. 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

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Appendix 3B - Proposed issue of securities

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Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

PAC Partners Securities Pty Ltd and CPS Capital Pty Ltd as Joint Lead Managers.

• 7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? 6% fee on funds raised

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

No further material costs.

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Phase 1 construction activities at the Cabinda Phosphate Project and general working capital.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

No further information.

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS for the +securities proposed to be issued

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