MINBOS RESOURCES LIMITED — Proxy Solicitation & Information Statement 2013

Feb 11, 2013

MINBOS RESOURCES LIMITED

ACN 141 175 493

NOTICE OF GENERAL MEETING

TIME : 11am (WST) DATE : Thursday, 14 March 2013 PLACE : The Hay Room 38 Station Street SUBIACO WA 6008

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, Tanya Woolley on (+61 8) 9476 4500.

CONTENTS PAGE

Notice of General Meeting (setting out the proposed resolutions)	4
Explanatory Statement (explaining the proposed resolutions)	6
Glossary	17
Proxy Form	(enclosed)
T IME AND PLACE OF ME ET ING AND HOW TO VOT E

VENUE

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 11am (WST) on Thursday 14 March 2013 at

The Hay Room, B.D.O, 38 Station Street, Subiaco, Western Australia.

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 11am (WST) on Tuesday 12 March 2013.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this General Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

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• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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NOTICE O F GENERAL MEET ING

Notice is given that the General Meeting of Shareholders will be held at 11am (WST) on Thursday 14 March 2013 at The Hay Room, B.D.O, 38 Station Street, Subiaco, Western Australia.

The Explanatory Statement provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 11am (WST) on Tuesday 12 March 2013.

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

AGENDA

RESOLUTION 1 – APPROVAL OF MINBOS RESOURCES LIMITED EMPLOYEE SHARE PLAN

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purpose of ASX Listing Rule 7.2 Exception 9b, Section 260C(4) of the Corporations Act and for all other purposes, approval is given for the establishment of an employee incentive scheme titled Minbos Resources Limited Employee Share Plan for the issue of ordinary shares under that Plan, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any Director of the Company (except one who is ineligible to participate in the Plan) and any associates of those Directors. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

RESOLUTION 2 – ISSUE OF SHARES TO SCOTT SULLIVAN UNDER THE MINBOS RESOURCES LIMITED EMPLOYEE SHARE PLAN

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, subject to the passing of Resolution 1, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to allot and issue up to 6,000,000 Shares as Director incentive remuneration to Mr Scott Sullivan and/or his nominees, as an employee of the Company, in accordance with the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on the Resolution by any Director, other than any Directors who are ineligible to participate in any employee incentive scheme in relation to the Company, and any associates of those Directors. However, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SHARES PRIVATE PLACEMENT TRANCHE 1

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue on 16 November 2012 of 6,275,718 Shares and on the terms and conditions set out the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF SHARES PRIVATE PLACEMENT TRANCHE 2

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue on 26 November 2012 of 5,949,708 Shares and on the terms and conditions set out the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

DATED: 31 JANUARY 2013

BY ORDER OF THE BOARD

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TANYA WOOLLEY COMPANY SECRETARY

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EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 11am (WST) on Thursday 14 March 2013 at The Hay Room, B.D.O, 38 Station Street, Subiaco, Western Australia.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

RESOLUTION 1 –APPROVAL OF MINBOS RESOURCES LIMITED EMPLOYEE SHARE PLAN

1.1 General

ASX Listing Rule 7.1 provides that a company must not, subject to the specified exceptions, issue or agree to issue more Equity Securities, during any 12 month period, than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period. ASX Listing Rule 7.2 (Exception 9(b)) sets out an exception to ASX Listing Rule 7.1 which provides that issues under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the scheme as an exception to ASX Listing Rule 7.1.

Resolution 1 seeks the approval of Shareholders for the adoption of the “Minbos Resources Limited Employee Share Plan” ( Plan ) to allow the grant of Shares in the Company under the Plan as an exception to ASX Listing Rule 7.1 in accordance with exception 9(b) of the ASX Listing Rule 7.2 if the securities are issued under a Plan approved by shareholders within three (3) years before the date of issue.

If Resolution 1 is passed, the Company will have the ability to issue Shares to eligible participants under the Plan over a period of three (3) years without impacting on the Company’s ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12 month period. In the case of Directors, no Shares may be issued to the Director without separate Shareholder approval pursuant to ASX Listing Rule 10.14.

The purpose of the Plan is to:

• a) Recognise the ability and efforts of employees who contribute to the success of the Company;

• b) Provide an incentive to employees to achieve the long term objectives and improve the performance of the Company; and

• c) Attract and retain persons of experience and ability to employment with the Company and foster and promote loyalty between the Company and its employees.

The Plan will be used as a part of the remuneration planning for executive directors and senior executives ( Eligible Employees ) and should be read in conjunction with the Eligible Entity’s executive services agreement (if any) ( ESA ). The Corporate Governance Council Guidelines recommend that executive remuneration packages involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the Company’s circumstance and goals.

Shareholders should note that no Shares have previously been issued under the Plan.

A summary of the terms and conditions of the Plan is set out below and a full copy of the Plan is available for inspection at the Company’s registered office until the date of the General Meeting.

1.2 Summary of the terms and conditions of the Plan

Set out below is a summary of the key terms and conditions of the Plan:

• a) Trust : The Company has established the Minbos Resources Limited Employee Share Trust ( EST ). The trustee is Trinity Management Pty Ltd ( Trustee ). The beneficial interest in the EST is divided into Share Units.

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• b) Eligibility: The Company has the discretion to determine which employees are invited to apply to the Trustee for Share Units. Employees who may be invited to participate in the EST are those who are or have been an employee, consultant, director or officer with the Company or an associated company. ( Eligible Employee ) The Company has absolute discretion to determine the number of Share Units to be issued to an Eligible Employee.

• c) Administration of the Plan: The Board, or duly appointed committee of the Board, is responsible for the operation of the Plan and has a broad discretion to determine which Eligible Employees will be offered Share Units under the Plan. The Board will administer the Plan in accordance with the terms of the Trust Deed ( Terms ) (and any other terms prescribed by the Board for the operation of the Plan which are consistent with the Terms.) The Board may from time to time suspend operation of, or cancel the Plan. The suspension or cancellation of the Plan will not prejudice the existing rights of participating Eligible Employees.

• d) Share Units : Pursuant to the terms of the Plan, Eligible Employees will be issued Share Units which carry an entitlement to Shares ( New Shares ) subject to the satisfaction of relevant vesting conditions.

• e) Issue Price: The issue price of each Share Unit will be the market value of the Share that is to be allocated to the Share Unit at the time that it is allocated.

• f) Unissued Shares: In the case of an offer of Share Units with respect to unissued Shares in the Company, the number of Shares when aggregated with the number of Shares in the same class issued during the previous 5 years pursuant to the EST or any other employee share plan of the Company must not exceed 5% of the total number of issued Shares in that class of the Company as at the time of the offer.

• g) Loans:

• (i) An Eligible Employee shall request the Trustee to lend the Eligible Employee an amount equal to the total Issue Price payable for Share Units to be acquired by the Eligible Employee under the Trust ( Loan ).

• (ii) An application for Share Units shall:

  • i. state the number of Share Units applied for and the Shares to be acquired by the Trustee; and

  • ii. be accompanied by a request for a Loan of an amount equal to the total Issue Price of the Share Units applied for.

• h) Loan Restriction Conditions: Any Loan approved by the Trustee shall be subject to the following terms and conditions:

• (i) The Loan can only be used to acquire Share Units;

• (ii) No repayment of the Loan is required until cancellation of Share Units acquired with the Loan;

• (iii) The Eligible Employee may repay in full or in part the Loan at any time prior to the cancellation of Share Units;

• (iv) The Loan may or may not bear interest;

• (v) The Loan cannot be assigned;

• (vi) The Share Unit Holder must, when the Share Unit is cancelled, repay any moneys borrowed from the Trustee which were used to acquire that Share Unit;

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• (vii) The amount of the loan repayable on the cancellation of any Share Unit shall be equal to the Issue Price of the Share Unit cancelled less any loan amounts repaid by the Eligible Employee pursuant to clause h)(iii) above;

• (viii) The Trustee will offset the amount of the outstanding Loan against funds received from the cancellation of the Share Units;

• (ix) If, due to the Share value falling below the Issue Price at the time of redemption the funds received for the cancellation of the Share Units are insufficient to repay the outstanding Loan, the Trustee will accept the funds received in full satisfaction of the Loan;

• (x) When instructed by the Employer, the Trustee will pay on behalf of the Employer amounts to the Eligible Employee from repayments of Loan pursuant to clause h)(vii), h)(viii) and h)(ix) as salary minus amounts withheld a Pay As You Go tax instalments; and

• (xi) When instructed by the Employer, the Trustee will pay on behalf of the Employer amounts to the Eligible Employee from repayments of Loan pursuant to clause h)(vii), h)(viii) and h)(ix) as discounted rights to shares.

i) Cancellation of Share Units :

• (i) Where the Eligible Employee’s employment terminates before the Share Units have vested, cancellation of the Share Units will occur by notification from the Employer of the termination of employment of the Share Unit Holder together with the request of the Employer to cancel some or all of the Share Units registered in the Share Unit Holders name; or a request in writing from the Share Unit Holder to cancel some or all of the Share Units registered in the Share Unit Holders name.

• (ii) At the cancellation of the Share Unit, the Share Unit Holder shall receive, at the Share Unit Holder’s election:

  • i. The in specie distribution of the Shares associated with the Share Units held; or

  • ii. A payment in cash equal to the market value of the Share associated with the Share Units held.

• j) Vesting:

• (i) The Share Units will only vest if the relevant performance conditions of the offer are satisfied.

• (iii) Vesting requires that participating Eligible Employees remain in employment with the Company over the vesting period.

• (iv) If the Eligible Employee’s employment is terminated within the initial 3 year period of the Eligible Employee’s employment either:

  • i. without reason by the Company; or

  • ii. by the Eligible Employee in circumstances where the Company commits any serious or persistent breach of any of the provisions contained in the Eligible Entity’s ESA, the Corporations Act, ASX listing rules or any law the Company is subjected to in Australia or internationally and the breach is not remedied within 28 days of receipt of written notice from the Eligible Employee to the Company (and provided the Eligible Employee either gives notice effective immediately or gives three (3) month’s written notice to the Company),

all Share Units will automatically vest (if not already).

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• (v) In circumstances where there is a change of control, defined as:

• i. ( takeover bid ) one or more offers are made under a takeover bid to acquire at least 50% of the Shares on issue, and the bidder under the takeover bid announces that the offer is unconditional or the bidder together with its associates acquires a relevant interest in at least 50% of the Shares; or

• ii. ( scheme of arrangement ) a scheme of arrangement is proposed by the Company which may result in any person (together with its associate) acquiring a relevant interest in at least 50% of the Shares on issue immediately after the implementation of the scheme of arrangement, and the scheme is approved by the shareholders; or

• iii. ( other event ) pursuant to any other event or transaction, a person or a group of associated persons acquires or becomes entitled to acquire a relevant interest in at least 50% of the Shares on issue or becomes entitled to appoint or does appoint a majority of the members of the Company’s board of directors,

within the initial 3 year period of the Eligible Employee’s employment, all Share Units then held by the Eligible Employee will vest immediately.

• (iv) In circumstances where the Eligible Employee’s employment does not terminate and the vesting conditions are not achieved, the Trustee will cancel the Share Units and transfer the Share Units to the Unallocated Share Account.

• k) Restrictions on transfer : No amount payable at any time under the Trust shall be subject to alienation by sale, transfer, assignment, bankruptcy, pledge, attachment, charge or encumbrance of any kind nor in any manner be subject to the debts or liabilities of any person, and any attempt to so alienate or subject any such amount shall be void.

l) Rights attaching to Share Units :

• (i) The Share Units provided to Share Unit Holders have substantially the same rights as if the Share Unit Holders were the legal owners of the Share Units, including the rights to:

• i. direct the Trustee how the voting rights attached to the Share Units shall be exercised, however the Trustee will vote on behalf of the Trust not individuals in the Trust; and

• ii. receive the income derived from the Shares including dividends declared in respect of the Share Units.

• (ii) All New Shares will rank equally in all respects with the other ordinary shares of the Company from the date of issue.

• (iii) Subject to the ASX Listing Rules and to specified restrictions in the Terms, the Company may at any time by written instrument or by resolution of the Board, amend all or any of the provisions of the Terms, and make amendments to the Terms, or structure of an offer, as determined by the Board.

RESOLUTION 2 – ISSUE OF SHARES TO SCOTT SULLIVAN UNDER THE MINBOS RESOURCES LIMITED EMPLOYEE SHARE PLAN

• 2.1 Background

Long term incentives ( LTI ) are designed to improve long-term performance by providing incentives to Senior Executives that are tied to the Company’s performance. Under the terms of the LTI, the Company must

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achieve performance outcomes that lead to increasing shareholder value. If the performance outcomes are achieved, then the Senior Executives shares vest.

The Company’s share price will be used to measure performance. The performance outcome will be satisfied once the Company’s share price meets the vesting share price during the vesting period identified in the vesting conditions.

2.2 General

The Company proposes to issue up to 6,000,000 Share Units ( LTI Shares ) to Scott Sullivan and /or his nominees, as an employee of the Company and under the terms and conditions of the Minbos Resources Limited Employee Plan ( Plan ), a summary of which is set out in Section 1.2 of this Explanatory Memorandum.

As noted in Section 1.2 above, these Share Units will entitle Mr Sullivan to up to the equivalent number of Shares.

The LTI Shares will be issued to Mr Sullivan under the Plan at an issue date not to be later than 21 days following approval from shareholders. The vesting conditions of the LTI Shares are as follows:

1. 2,000,000 LTI Shares shall vest when the Company’s share price equals the higher of:

2. a) at the 6 day Volume Weighted Average Price ( VWAP ) of the Company’s share price calculated 3 days before and 3 days after the General Meeting where shareholders approve Resolution 2 of this Notice; or

3. b) $0.14; and

4. c) The vesting period is estimated to be approximately 9.78 years as no vesting date is specified,

( Tranche One );

1. 2,000,000 LTI Shares to vest one (1) year from Commencement Date (being 1 November 2013) ( Vesting Period 1 ) and when the Company’s share price equals or exceeds a vesting price of Tranche One plus 50% increase during the period from Commencement Date ( Tranche Two ) (if Tranche One Shares vest at $0.14, Tranche Two shares will vest at $0.21); and

2. 2,000,000 Shares to vest two (2) years from Commencement Date (being 1 November 2014) ( Vesting Period 2 ) and when the Company’s share price equals or exceeds a vesting price of Tranche One plus 100% increase during the period from Commencement Date ( Tranche Three ) (if Tranche One Shares vest at $0.14, Tranche Three shares will vest at $0.28).

2.3 Assumptions

1. Tranche One: In determining the value of the financial benefit to be provided to Mr Sullivan by the issue of 2 million shares, the following assumptions were made:

2. a) The Shares are intended to be issued following the Company’s shareholder meeting, however for the purposes of the valuation the shares are assumed to be issued on 21 January 2013;

3. b) At the valuation date , the share price of the Company was $0.13;

4. c) Minimum vesting price is $0.14;

5. d) The vesting period is estimated to be approximately 9.78 years as no vesting date is specified;

6. e) v. Volatility is 100%; and

7. f) vi. Risk-free rate of 2.76%.

Applying the above assumptions, the value of the financial benefit to be provided to Mr Sullivan b the issue of Tranche One shares is $0.114 per Share equal to $228,000 for 2,000,000 shares.

1. Tranche Two: In determining the value of the financial benefit to be provided to Mr Sullivan by the issue of 2 million shares, the following assumptions were made:

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• a) The Shares are intended to be issued following the Company’s shareholder meeting, however for the purposes of the valuation the shares are assumed to be issued on 21 January 2013;

• b) At the valuation date , the share price of the Company was $0.13;

• c) Minimum vesting price is $0.21;

• d) The vesting period is 0.78 years as the vesting date is 01 November 2013;

• e) Volatility is 100%; and

• f) Risk-free rate of 2.76%

Applying the above assumptions, the value of the financial benefit to be provided to Mr Sullivan b the issue of Tranche Two shares is $0.061 per Share equal to $122,000 for 2,000,000 shares.

1. Tranche Three : In determining the value of the financial benefit to be provided to Mr Sullivan by the issue of 2 million shares, the following assumptions were made:

2. a) The Shares are intended to be issued following the Company’s shareholder meeting, however for the purposes of the valuation the shares are assumed to be issued on 21 January 2013;

3. b) At the valuation date , the share price of the Company was $0.13;

4. c) Minimum vesting price is $0.21;

5. d) The vesting period is 1.78 years as the vesting date is 01 November 2014;

6. e) Volatility is 100%; and

7. f) Risk-free rate of 2.76%

Applying the above assumptions, the value of the financial benefit to be provided to Mr Sullivan being the issue of Tranche Three shares is $0.072 per Share equal to $144,000 for 2,000,000 shares.

Given these assumptions, the total value of the financial benefit to be provided to Mr Sullivan by the issue of a total of 6,000,000 shares would be $494,000. However, if the share price changes, so will the value of the financial benefit. For example, if the share price falls to $0.104, the total value of the financial benefit to be provided to Mr Sullivan by the issue of a total of 6,000,000 shares would be $368,000.

2.4 Shareholder Approval (Section 208 of the Corporations Act) Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. Section 208 of the Corporations Act provides that, for a public company to give a financial benefit to a related party of the company, the company must:

• a) obtain the approval of the company’s members in the manner set out in Section 217 to 227 of the Corporations Act; and

• b) give the benefit within 15 months following such approval,

Unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

In addition, ASX Listing Rule 10.14 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities under an employee incentive scheme to a director of the entity, an associate of the director, or a person whose relationship with the entity, director or associate of the director is, in ASX’s opinion, such that approval should be obtained.

The issue of Shares to a Director of the Company constitutes the giving of a financial benefit, and as Managing Director, Mr Scott Sullivan is considered to be a related party of the Company.

It is the view of the Directors that the exceptions set out in sections 210 to 216 of the Corporations Act do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the issue of Shares to the Mr Scott Sullivan.

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2.5 Technical information required by Chapter 2E of the Corporations Act and ASX Listing Rule 10.14 Pursuant to and in accordance with the requirements of Sections 217 to 227 of the Corporations Act and ASX Listing Rule 10.15, the following information is provided to Shareholder to allow them to assess the proposed issue of Shares and the provision of a loan by the Company to fund payment of the subscription price of the Shares:

• (a) as Managing Director, Mr Scott Sullivan is a related party of the Company to whom proposed Resolution 2 would permit the financial benefit to be given;

• (b) the nature of the financial benefit to be given to Mr Sullivan is the issue of up to 6,000,000 Shares;

• (c) the issue price for the Shares is the market price on the day prior to the date of issue. Once the Shares vest, if the price of the Shares increases, Mr Sullivan will benefit from the price increase, however, the Company will not receive any additional benefit;

• (d) the Shares will be issued under the terms and conditions of the Plan, a summary of which is set out in Section 1.2 of this Explanatory Statement. Once vested, the LTI Shares issued pursuant to Resolution 2 will rank equally with all other Shares on issue;

• (e) no Shares have previously been issued under the Plan nor has the Plan previously been adopted by Shareholders;

• (f) all Eligible Employees are entitled to participate in the Plan, however, at the current time approval is being sought only for Scott Sullivan;

• (g) it is proposed that the Shares will be issued on one date not to be later than 21 days following approval from shareholders;

• (h) as at the date of this Notice of Meeting, Mr Sullivan holds no Shares in the Company;

• (i) the remuneration and emoluments payable by the Company to Mr Sullivan under his current executive contract is $300,000 per annum plus 9% superannuation;

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• (j) in the event that Resolution 2 is approved, a total of up to 6,000,000 Shares will be allotted and issued. This will increase the Shares on issue from 125,501,676 to 131,501,676 (assuming that no Options are exercised and no other Shares issued) with the effect that the shareholding of existing Shareholders will be diluted as follows:

Holder	No. Shares held as at date of this Notice	Percentage of issued capital held as at the date of this Notice (%)	No. Shares held after LTI Shares issued to Scott Sullivan	Percentage of issued capital after LTI Shares issued to Scott Sullivan (%)
Scott Sullivan	Nil	0	6,000,000	4.56
Unrelated Shareholders	125,501,676	100	125,501,676	95.44
TOTAL	125,501,676	100	131,501,676	100

• (k) the value of the financial benefit to be provided to Mr Sullivan was calculated by BDO Corporate Finance (WA) Pty Ltd in accordance with Australian Accounting Standard AASB 2 Share-Based Payment, using a hybrid employee share option pricing model that simulates the share price of the Company’s securities at the expiry date using the Monte-Carlo-model;

• (l) the trading history of Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	$0.28	1 March 2012 21 February 2012
Lowest	$0.93	12 December 2012
Last	$0.1050	25 January 2013

• (m) the primary purpose for the issue of LTI Shares to Scott Sullivan is to provide a market linked incentive package in his capacity as Managing Director and to assist the reward, retention and motivation of Scott Sullivan in the ongoing operations and strategic direction of the Company whilst maintaining the Company’s cash reserves. The Board (other than Scott Sullivan) considered the extensive experience and reputation of Scott Sullivan, the current market price of Shares and current market practices when determining the number of LTI Shares to be issued to Scott Sullivan. The Board considers the issue of the LTI Shares to Scott Sullivan to be reasonable upon the terms proposed;

• (n) the Company will not incur any costs or fees in relation to issuing the LTI Shares to Scott Sullivan, other than:

• a) listing fees will be payable to ASX. These fees are not expected to be any more than $3,450; and

• b) a value equal as determined in accordance with the accounting standards attached to the issue of the LTI Shares to Scott Sullivan will be included as wages for the purpose of payroll tax. If this value together with other wages paid by the Company during any month exceeds the defined threshold, then payroll tax may become payable by the Company;

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• (o) Peter Richards recommends that Shareholders vote in favour of Resolution 2 for the following reasons:

• a) the issue of the LTI Shares to Mr Sullivan, in particular, the vesting conditions attached to the LTI Shares, will align Mr Sullivan’s interests with those of Shareholders;

• b) the issue of the LTI Shares is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Mr Sullivan; and

• c) there are not any significant opportunity costs to the Company in issuing the LTI Shares upon the terms proposed;

• (p) Domingoes Catuluchi recommends that Shareholders vote in favour of Resolution 2 for the following reasons:

• a) the issue of the LTI Shares to Mr Sullivan, in particular, the vesting conditions attached to the LTI Shares, will align Mr Sullivan’s interests with those of Shareholders;

• b) the issue of the LTI Shares is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Mr Sullivan; and

• c) there are not any significant opportunity costs to the Company in issuing the LTI Shares upon the terms proposed;

• (q) David Reeves recommends that Shareholders vote in favour of Resolution 2 for the following reasons:

• a) the issue of the LTI Shares to Mr Sullivan, in particular, the vesting conditions attached to the LTI Shares, will align Mr Sullivan’s interests with those of Shareholders;

• b) the issue of the LTI Shares is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Mr Sullivan; and

• c) there are not any significant opportunity costs to the Company in issuing the LTI Shares upon the terms proposed;

• (r) John Ciganek recommends that Shareholders vote in favour of Resolution 2 for the following reasons:

• a) the issue of the LTI Shares to Mr Sullivan, in particular, the vesting conditions attached to the LTI Shares, will align Mr Sullivan’s interests with those of Shareholders;

• b) the issue of the LTI Shares is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Mr Sullivan; and

• c) there are not any significant opportunity costs to the Company in issuing the LTI Shares upon the terms proposed;

• (s) in forming their recommendations, each Director (other than Mr Sullivan) considered the experience of Mr Sullivan, the current market price of Shares, the current market practices when determining the number of LTI Shares to be issued as well as the vesting conditions attached to the LTI Shares;

• (t) Scott Sullivan declines to make a recommendation to Shareholders in relation to Resolution 2 due to his material personal interest in the outcome of the Resolution. No other Directors has an interest in the outcome of the Resolution; and

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• (u) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 2.

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SHARES PRIVATE PLACEMENT TRANCHE 1

3.1 General

On 16 November 2012, the Company issued 6,275,718 Shares at an issue price of $0.14 per Share to raise $878,600.52 ( Placement 1 ).

Settlement of Placement 1 was announced on 16 November 2012.

6,275,718 Shares were issued pursuant to the Company’s capacity under ASX Listing Rule 7.1.

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

ASX Listing Rule 7.1 provides that a company must not, subject to the specified exceptions, issue or agree to issue more equity securities, during any 12 month period, than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue if securities made pursuant to ASX Listing Rule 7.1 (and provide that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

3.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

• a) 6,275,718 Shares were allotted on 16 November 2012;

• b) the issue price was $0.14 per Share;

• c) the Shares issued were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• d) the Shares were allotted and issued to institutional and sophisticated investors who are clients of Patersons Securities Limited and CPS Securities. Neither of these subscribers were related parties of the Company; and

• e) the funds raised from this issue will be used for working capital requirements to enable the company to finalise the process of evaluating, selecting and appointing a significant strategic partner.

3.3 Directors recommendation

The Directors recommend that Shareholders vote in favour of Resolution 3.

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF SHARES PRIVATE PLACEMENT TRANCHE 2

4.1 General On 26 November 2012, the Company issued 5,949,708 Shares at an issue price of $0.14 per Share to raise $832,959.26 ( Placement 2 ).

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Settlement of Placement 2 was announced on 26 November 2012 and the Shares began trading on 27 November 2012.

5,949,708 Shares were issued pursuant to the Company’s capacity under ASX Listing Rule 7.1.

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

A summary of ASX Listing Rules 7.1 and 7.4 is set out in section 3.1 above.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

4.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

• a) 5,949,708 Shares were allotted on 26 November 2012;

• b) the issue price was $0.14 per Share;

• c) the Shares issued were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• d) the Shares were allotted and issued to institutional and sophisticated investors who are clients of Patersons Securities Limited and CPS Securities. Neither of these subscribers were related parties of the Company; and

• e) the funds raised from this issue will be used for working capital requirements to enable the company to finalise the process of evaluating, selecting and appointing a significant strategic partner.

4.3 Directors recommendation

The Directors recommend that Shareholders vote in favour of Resolution 4.

ENQUIRIES

Shareholders are requested to contact the Company Secretary on (+61) 8 9476 4500 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ means Australian dollars.

General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange, as the context requires .

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

CPS Securities means Cunningham Peterson Sharbanee Securities Pty Ltd (ACN 088 055 636).

Company means Minbos Resources Limited (ACN 141 175 493).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the current directors of the Company.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Notice or Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement and the Proxy Form.

Patersons Securities Limited means Patersons Securities Limited (ACN 008 896 311).

Plan means the Minbos Resources Limited Employee Share Plan.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share(s) means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Trust Deed means the Company’s Employee Share Trust Deed dated 15 November 2012.

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PROXY FORM

APPOINTMENT OF PROXY MINBOS RESOURCES LIMITED ACN 141 175 493 GENERAL MEETING

I/We
of
	being a member of Minbos Resources Limited entitled to attend and vote at the General Meeting, hereby
Appoint
	Name of proxy
OR		the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the General Meeting to be held at 11am (WST), on Thursday 14 March 2013 at The Hay Room, BDO, 38 Station Street, Subiaco, Western Australia, and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions.

Important for Resolutions 1 to 4

If you have not directed your proxy how to vote as your proxy in respect of Resolutions 1 to 4 and the Chair is, or may by default be, appointed your proxy, you must mark the box below.

I/we direct the Chair to vote in accordance with his/her voting intentions (as set out above) on Resolutions 1 to 4 (except where I/we have indicated a different voting intention above) and acknowledge that the Chair may exercise my/our proxy even if the Chair has an interest in the outcome of Resolutions 1 to 4 and that votes cast by the Chari for Resolutions 1 to 4, other than as proxy holder, will be disregarded because of that interest.

If the Chair is, or may by default be, appointed your proxy and you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolutions 1 to 4 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 to 4.

OR

Voting on Business of the General Meeting

% FOR AGAINST ABSTAIN Resolution 1 – Adoption of the Minbos Resources Limited Employee Share Plan Resolution 2 – Issue of Shares to Scott Sullivan under the Minbos Resources Limited Employee Share Plan Resolution 3 – Ratification of prior issue of shares private placement Tranche 1 Resolution 4 – Ratification of prior issue of shares private placement Tranche 2 Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll. If two proxies are being appointed, the proportion of voting rights this proxy represents is Signature of Member(s): Date: ____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary Contact Name: _____ Contact Ph (daytime): _________	% FOR AGAINST ABSTAIN Resolution 1 – Adoption of the Minbos Resources Limited Employee Share Plan Resolution 2 – Issue of Shares to Scott Sullivan under the Minbos Resources Limited Employee Share Plan Resolution 3 – Ratification of prior issue of shares private placement Tranche 1 Resolution 4 – Ratification of prior issue of shares private placement Tranche 2 Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll. If two proxies are being appointed, the proportion of voting rights this proxy represents is Signature of Member(s): Date: ____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary Contact Name: _____ Contact Ph (daytime): _________	% FOR AGAINST ABSTAIN Resolution 1 – Adoption of the Minbos Resources Limited Employee Share Plan Resolution 2 – Issue of Shares to Scott Sullivan under the Minbos Resources Limited Employee Share Plan Resolution 3 – Ratification of prior issue of shares private placement Tranche 1 Resolution 4 – Ratification of prior issue of shares private placement Tranche 2 Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll. If two proxies are being appointed, the proportion of voting rights this proxy represents is Signature of Member(s): Date: ____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary Contact Name: _____ Contact Ph (daytime): _________
	Director/Company Secretary ______

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MINBOS RESOURCES LIMITED ACN 141 175 493

Instructions for Completing ‘Appointment of Proxy’ Form

1.

( Appointing a Proxy ): A member entitled to attend and vote at the General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

1. ( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

( Signing Instructions ):

• ( Individual ): Where the holding is in one name, the member must sign.

• ( Joint Holding ): Where the holding is in more than one name, all of the members should sign.

• ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

• ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the General Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Minbos Resources Limited, PO Box 1346, West Perth, WA 6872; or

• (b) facsimile to the Company on facsimile number (+61 8) 6314 1587; or

• (c) email to the Company at paige@bluehorse.com.au

so that it is received not later than 11am (Perth time) on Tuesday 12 March 2013.

Proxy forms received later than this time will be invalid.

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