MINBOS RESOURCES LIMITED — Proxy Solicitation & Information Statement 2014

Mar 23, 2014

MINBOS RESOURCES LIMITED ACN 141 175 493

ADDENDUM TO NOTICE OF GENERAL MEETING

Minbos Resources Limited (ACN 141 175 493) ( Company ), hereby gives notice to shareholders of the Company that, in relation to the Notice of General Meeting dated 12 March 2014 ( Notice of Meeting ) in respect of a general meeting of members to be held at 9.00am (WST) on 14 April 2014 at The Hay Room, 38 Station Street, Subiaco, Western Australia ( Meeting ), the Directors have determined to add a new Resolution 8A as set out below and to amend and supplement the information contained in the Explanatory Statement provided to Shareholders in relation to the matters set out in this Addendum to the Notice of Meeting.

Definitions in the Notice of Meeting have the same meaning in this Addendum to the Notice of Meeting unless otherwise updated in this Addendum to the Notice of Meeting.

Annexed to this Addendum to the Notice of Meeting is a replacement Proxy Form. To ensure clarity of voting instructions by Shareholders on the Resolutions to be considered at the Meeting, completed Proxy Forms annexed to the Notice of Meeting will not be accepted by the Company in relation to the Resolutions to be voted on by Shareholders at the Meeting.

To attend the Meeting and vote on the remaining Resolutions by proxy PLEASE COMPLETE AND RETURN THE REPLACEMENT PROXY FORM annexed to this Addendum to the Notice of Meeting.

Proxy Forms annexed to the original Notice of Meeting, whether duly completed or not, WILL NOT be accepted by the Company or counted in relation to the Resolutions to be heard at the Meeting.

An additional Resolution is inserted as follows:

8A. RESOLUTION 8A – RATIFICATION OF PRIOR ISSUE OF SHARES - LIND

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 issue on 2 October 2013 of 5,000,000 Shares to the Australian Special Opportunity Fund, LP (or its nominees) 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.

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EXPLANATORY STATEMENT

Section 5 of the Explanatory Statement is deleted and replaced with the following:

5. RESOLUTIONS 8 AND 8A – RATIFICATION OF PRIOR ISSUE OF SHARES - LIND

5.1 General

On:

• (a) 2 October 2013, the Company issued 5,000,000 Shares to Lind; and

• (b) 13 December 2013, the Company issued 12,500,000 Shares to Lind,

in satisfaction of advances of working capital funds received under a share purchase agreement between the Company and Lind as announced on 8 March 2013 ( Lind Agreement ).

The Shares were issued pursuant to the Company’s capacity under ASX Listing Rule 7.1.

Resolutions 8 and 8A seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares.

A summary of ASX Listing Rule 7.1 is set out in section 1.1 above.

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 of securities made pursuant to ASX Listing Rule 7.1 (and provided 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.

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) 5,000,000 Shares were issued on 2 October 2013 and 12,500,000 Shares were issued on 13 December 2013;

• (b) the issue price was $0.01 per Share on 2 October 2013 and the issue price was $0.004 on 13 December 2013;

• (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 issued to Lind who is not a related party of the Company; and

• (e) the funds raised from this issue were used for general working capital requirements.

Directors recommendation

The Directors recommend that Shareholders vote in favour of Resolutions 8 and 8A, as it allows the Company to ratify the above issue of securities and retain the flexibility to issue further securities representing up to 15% of the Company’s share capital during the next 12 months.

DATED 17 MARCH 2014 BY ORDER OF THE BOARD PAIGE EXLEY

COMPANY SECRETARY

Enquiries: Shareholders are required to contact the Company Secretary on + 61 8 9322 9295 if they have any queries in respect of the matters set out in this Addendum to the Notice of Meeting.

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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 9am (WST), on 14 April 2014 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 2, 7, 10 and 12

If you have not directed your proxy how to vote as your proxy in respect of Resolutions 2, 7 10 and 12 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 2, 7 10 and 12 (except where I/we have indicated a different voting intention above) and expressly authorise that the Chair may exercise my/our proxy even though Resolutions 2, 7 10 and 12 are connected directly or indirectly with the remuneration of a member of Key Management Personnel and acknowledge that the Chair may exercise my/our proxy even if the Chair has an interest in the outcome of Resolutions 2, 7 10 and 12 and that votes cast by the Chair for Resolutions 2 and 10, 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 2, 7 10 and 12 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 2, 7 10 and 12.

calculating the required majority if a poll is called on Resolutions 2, 7 10 and 12.
OR
Voting on Business of the General Meeting	FOR AGAINST ABSTAIN
Resolution 1 – Approval to Issue Convertible Notes - Carter
Resolution 2 – Approval to Issue Tranche 3 Convertible Notes – Related Party
Resolution 3 – Approval to Issue Tranche 3 Convertible Notes – Non-Related Party
Resolution 4 –Approval to Issue Shares in Relation to Lind Convertible Security
Resolution 5 – Approval to Partially Redeem Lind Convertible Security through
Issue of Shares
Resolution 6 – Approval of Issue of Shares in Lieu of Interest on Tranche 1 and
Tranche 2 Convertible Notes
Resolution 7 – Approval of Issue of Shares in Lieu of Interest on Tranche 1 and
Tranche 2 Convertible Notes – Related Party
Resolution 8- Ratification of Prior Issue of Shares - Lind
Resolution 8A- Ratification of Prior Issue of Shares - Lind
Resolution 9– Ratification of Prior Issue of Shares – Geological Resource Solutions
Resolution 10 – Approval to Redeem Reeves Convertible Notes through issue of Shares
Resolution 11– Placement – Shares
Resolution 12– Issue of Options to CPS Capital Pty Ltd
Resolution 13 – Approval of Amendment of Constitution

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): _________

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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.

2. ( 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.

3. ( 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 9am (WST) on Saturday, 12 April 2014.

Proxy forms received later than this time will be invalid.

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