MINBOS RESOURCES LIMITED — Proxy Solicitation & Information Statement 2022

Jul 19, 2022

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20 July 2022

Dear Shareholders

GENERAL MEETING

Notice is hereby given that a General Meeting ( Meeting ) of Minbos Resources Limited will be held at Level 4, The Read Buildings, 16 Milligan Street Perth WA 6000 on Tuesday, 23 August 2022 at 2:00pm (AWST).

In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021, the Company will not be sending hard copies of the Notice of Meeting to shareholders. The Notice of Meeting can be viewed and downloaded from www.minbos.com . Alternatively, a complete copy of the meeting documents has been posted to the Company’s ASX market announcements page. If you have elected to receive notices by email, a copy of the proxy form will be emailed to you. If you have not elected to receive notices by email, a copy of your proxy form will be posted to you, together with this Letter.

The Company will hold a physical meeting with the appropriate social gathering and physical distancing measures in place to comply with the Federal Government’s and State Government’s current restrictions on physical gatherings. However, in order to minimise the risk to shareholders and to the Company and its ongoing operations, Shareholders are encouraged to vote by proxy instead of attending the meeting.

How to submit your vote in advance of the General meeting

Shareholders are encouraged to vote online at https://investor.automic.com.au/#/loginsah or by returning the attached proxy form:

By fax: +61 2 8583 3040 By email: meetings@automicgroup.com.au By post: Automic GPO Box 5193 Sydney NSW 2001

Your proxy voting instruction must be received by 2:00pm (AWST) on Sunday, 21 August 2022, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

The Meeting materials are important and should be read in their entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser.

For more information please contact:

Harry Miller Company Secretary +61 8 9482 0500

MINBOS RESOURCES LIMITED ACN 141 175 493

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 2:00pm DATE : Tuesday, 23 August 2022 PLACE : Level 4, The Read Buildings 16 Milligan Street PERTH WA 6000

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

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.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 2:00pm on Sunday, 21 August 2022.

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BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES – LISTING RULE 7.1

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 78,848,684 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES – LISTING RULE 7.1A

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 52,565,789 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

3. RESOLUTION 3 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 89,721,891 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

4. RESOLUTION 4 – APPROVAL TO ISSUE BROKER OPTIONS

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 6,250,000 Options on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

5. RESOLUTION 5 – ISSUE OF SHARES TO RELATED PARTY – MR PETER WALL

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 4,545,455 Shares to Mr

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Peter Wall (or his nominee/s) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

6. RESOLUTION 6 – ISSUE OF SHARES TO RELATED PARTY – MR GRAEME ROBERTSON

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 909,091 Shares to Mr Graeme Robertson (or his nominee/s), on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

7. RESOLUTION 7 – ISSUE OF SHARES TO RELATED PARTY – MR PAUL MCKENZIE

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 454,545 Shares to Mr Paul McKenzie (or his nominee/s) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

8. RESOLUTION 8 – ISSUE OF SHARES TO RELATED PARTY – MR VALENTINE CHITALU

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 227,273 Shares to Mr Valentine Chitalu (or his nominee/s) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

9. RESOLUTION 9 – APPROVAL TO ISSUE ADVISER SHARES

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 3,750,000 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

10. RESOLUTION 10 – INCREASE IN TOTAL AGGREGATE REMUNERATION FOR NONEXECUTIVE DIRECTORS

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

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“That, for the purposes of clause 14.8 of the Constitution, Listing Rule 10.17 and for all other purposes, Shareholders approve an increase of the total aggregate amount of fees payable to non-executive Directors from $150,000 per annum to $300,000 per annum in accordance with the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

11. RESOLUTION 11 – REPLACEMENT OF CONSTITUTION

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to repeal its existing Constitution and adopt a new constitution in its place in the form as signed by the chairman of the Meeting for identification purposes.”

Dated: 20 July 2022

By order of the Board

Harry Miller Company Secretary

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Voting Prohibition Statement:

Resolution 10 – Increase in Total Aggregate Remuneration for Non- Executive Directors

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution set out below by or on behalf of the following persons:

Resolution 1 – Ratification of prior issue of Shares	A person who participated in the issue or is a counterparty to the agreement being approved (namely the Placement Recipients) or an associate of that person or those persons.
Resolution 2 – Ratification of prior issue of Shares	A person who participated in the issue or is a counterparty to the agreement being approved (namely the Placement Recipients) or an associate of that person or those persons.
Resolution 3 – Approval to issue Shares	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely the Subscriber Group and any of the participants in the Tranche 2 Placement) or an associate of that person (or those persons).
Resolution 4 – Approval to issue Options	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely Evolution, Longmarch or their nominee/s) or an associate of that person (or those persons).
Resolution 5 – Issue of Shares to Related Party – Peter Wall	Mr Peter Wall (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.
Resolution 6 – Issue of Shares to Related Party – Graeme Robertson	Mr Graeme Robertson (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.
Resolution 7 – Issue of Shares to Related Party – Paul McKenzie	Mr Paul McKenzie (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

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Resolution 8 – Issue of Shares to Related Party – Valentine Chitalu	Mr Valentine Chitalu (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.
Resolution 9 – Approval to issue Adviser Shares	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) S3 Consortium Pty Ltd (or its nominee/s) or an associate of that person (or those persons).
Resolution 10 – Increase in Total Aggregate Remuneration for Non- Executive Directors	A Director or an associate of that person or those persons.

However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (2) proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware 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.

If you sign the enclosed Proxy Form and no direction is given, the Chair will be appointed as your proxy. The Chair intends to vote undirected proxies on, and in favour of, all resolutions.

Voting in person

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

You may still attend the meeting and vote in person even if you have appointed a proxy. If you have previously submitted a Proxy Form, your attendance will not revoke your proxy appointment unless you actually vote at the meeting for which the proxy is proposed to be used, in which case, the proxy’s appointment is deemed to be revoked with respect to voting on that resolution.

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Please bring your personalised Proxy Form with you as it will help you to register your attendance at the meeting. If you do not bring your Proxy Form with you, you can still attend the meeting but you will need to verify your identity. You can register from 1:45pm on the day of the meeting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9482 0511.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. BACKGROUND TO RESOLUTIONS 1 – 8

1.1 Background

As announced on 12 July 2022, the Company conducted a placement to sophisticated and professional investors for up to 181,818,182 fully paid ordinary Shares at an issue price of $0.11 per Share ( Placement Shares ) to raise up to $20,000,000 (with the ability to accept oversubscriptions of an additional $5,000,000) ( Placement ).

The Placement is being conducted in two tranches as follows:

• (a) 78,848,684 Placement Shares were issued pursuant to the Company’s existing placement capacity under Listing Rule 7.1 (being the shares for which ratification is sought pursuant to Resolution 1) and 52,565,789 Placement Shares were issued pursuant to the Company’s existing placement capacity under Listing Rule 7.1A (being the shares for which ratification is sought pursuant to Resolution 2) ( Tranche 1 Placement ); and

• (b) Subject to Shareholder approval:

• (i) pursuant to resolution 3, the Company proposes to issue 89,721,891 Placement Shares to professional and sophisticated investors and the Subscriber Group (defined below) to raise an additional $9,869,408; and

• (ii) pursuant to Resolutions 5 – 8, Messrs Peter Wall, Graeme Robertson, Paul McKenzie and Valentine Chitalu will participate in the Placement for 6,136,364 Placement Shares with a value of $675,000,

(together the Tranche 2 Placement ).

Funds raised from the capital raising, together with:

• (a) the Company’s existing cash reserves, will be used for the following purposes: completing the Cabinda Phosphate DFS and Environmental Approval Programs;

• (b) finalising EPCM, contract mining and transport tenders, instalments on fabrication of the granulation plant and shipment from USA to Cabinda;

• (c) commencing green ammonia and soil carbon studies; and

• (d) general working capital.

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1.2 Cornerstone Investors

1.2.1 Subscription Agreements

As announced on 12 July 2022, the Company has entered into subscription agreements with a syndicate of investors including:

• (a) HongKong Jayson Holding Co Ltd (an entity incorporated in Hong Kong with company number 3022509) ( HK Jayson );

• (b) Hoston Investments (Australia) Pty Ltd (ACN 603 838 464) ( Hoston ); and

• (c) Longmarch Principal Holding Limited (an entity incorporated in the British Virgin Islands with company number 1496453) ( Longmarch ),

(together, the Subscriber Group ),

under which they have agreed to subscribe for 136,363,636 Placement Shares ( Subscription Agreements ).

Under the Subscription Agreements it was agreed that the subscriptions would occur in two tranches:

• (a) 98,560,855 Placement Shares under the Tranche 1 Placement, split in the following portions:

• (i) 68,992,598 Placement Shares issued to HK Jayson;

• (ii) 19,712,171 Placement Shares issued to Hoston; and

• (iii) 9,856,085 Placement Shares issued to Longmarch;

• (b) subject to Shareholder approval, 37,802,782 Placement Shares under the Tranche 2 Placement, to be issued in the following portions:

• (i) 26,461,947 Placement Shares to be issued to HK Jayson;

• (ii) 7,560,556 Placement Shares to be issued to Hoston; and

• (iii) 3,780,278 Placement Shares to be issued to Longmarch.

The Subscription Agreements otherwise contain terms and conditions considered standard for agreements of this kind.

1.2.2 Strategic Cooperation Agreement

The Company has also entered into a Strategic Cooperation Agreement with HK Jayson, Hoston and Long March Capital Management Limited (an entity incorporated in The British Virgin Islands with company number 1488387) ( Long March Capital ) (together, the Cooperation Group ), pursuant to which the Company and the Cooperation Group have agreed the manner in which they will cooperate on and co-invest in the development, investment and financing of the Company’s projects and business initiatives in Angola, including the following potential projects:

• (a) Ferro Phosphate and Lithium Ferro Phosphate project; and

• (b) Green Ammonia project.

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Under the Strategic Cooperation Agreement, so long as the Subscriber Group, holds at least 10% of the issued Shares of the Company, the Company has agreed that the Cooperation Group will be entitled to appoint one (1) nominee as a director to the Board of directors of the Company.

1.3 Lead Manager Engagement

The Company engaged the services of Evolution Capital Pty Ltd (ACN 652 397 263) ( Evolution ) to act as Lead Manager and Bookrunner to the Placement pursuant to an agreement dated 4 July 2022 ( Lead Manager Mandate ).

Under the Lead Manager Mandate, the Company has agreed to pay Evolution a cash fee of:

• (a) 6% of the funds raised under the Placement (excluding up to $15 million from the cornerstone investors introduced by Longmarch); and

• (b) 2% of the funds raised of the, (up to) $15 million from the cornerstone investors introduced by Longmarch).

The Company has also agreed to issue, subject to Shareholder Approval, 1 unlisted option for every $4 raised to each Evolution (with an exercise price $0.17 and expiry date 3 years from their date of issue) ( Broker Options ), approval of which is sought pursuant to Resolution 4. Evolution has acknowledged that the Broker Options on funds raised from the cornerstone investors introduced by Longmarch will be issued to Longmarch (or its nominees)).

The Lead Manager Mandate otherwise contains terms and conditions considered standard for an agreement of this kind.

2. RESOLUTIONS 1 AND 2 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES - LISTING RULES 7.1 AND 7.1A

2.1 General

As set out in Section 1.1 above, on or about 18 July 2022, the Company issued 131,414,473 Shares at an issue price of $0.11 per Share to raise $14,455,592 ( Tranche 1 Placement Shares ).

78,848,684 Shares were issued pursuant to the Company’s capacity under Listing Rule 7.1 (being, the subject of Resolution 1) and 52,565,789 Shares (being, the subject of Resolution 2) were issued pursuant to the Company’s 7.1A mandate which was approved by Shareholders at the annual general meeting held on 31 January 2022.

2.2 Listing Rules 7.1 and 7.1A

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period.

Under Listing Rule 7.1A however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 31 January 2022.

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The issue of the Tranche 1 Placement Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of issue of the Tranche 1 Placement Shares.

2.3

Listing Rule 7.4

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Tranche 1 Placement Shares.

Resolutions 1 and 2 seek Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Tranche 1 Placement Shares.

2.4 Technical information required by Listing Rule 14.1A

If Resolutions 1 and 2 are passed, the Tranche 1 Placement Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Tranche 1 Placement Shares.

If Resolutions 1 and 2 are not passed, the Tranche 1 Placement Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Tranche 1 Placement Shares.

2.5

Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolutions 1 and 2:

• (a) 98,560,855 of the Tranche 1 Placement Shares were issued to the Subscriber Group as follows:

• (i) 68,992,598 Placement Shares were issued to HK Jayson;

• (ii) 19,712,171 Placement Shares were issued to Hoston; and

• (iii) 9,856,085 Placement Shares were issued to Longmarch;

• (b) 32,853,618 of the Tranche 1 Placement Shares were issued to professional and sophisticated investors who are clients or contacts of Evolution. The recipients were identified through a bookbuild process, which involved Evolution seeking expressions of interest to participate in the capital raising from non-related parties of the Company;

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• (c) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients, other than the Subscriber Group, were:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (d) 131,414,473 Tranche 1 Placement Shares were issued on the following basis:

• (i) 78,848,684 Shares issued pursuant to Listing Rule 7.1 (ratification of which is sought under Resolution 1); and

• (ii) 52,565,789 Shares issued pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 2);

• (e) the Tranche 1 Placement Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (f)

• the Tranche 1 Placement Shares were issued on 19 July 2022;

• (g) the issue price was $0.11 per Tranche 1 Placement Shares under both the issue of Shares pursuant to Listing Rule 7.1 and Listing Rule 7.1A. The Company has not and will not receive any other consideration for the issue of the Tranche 1 Placement Shares;

• (h) the purpose of the issue of the Tranche 1 Placement Shares was to raise $14,455,592, which the Company intends to apply towards the purposes set out in Section 1.1; and

• (i) 98,560,855 Tranche 1 Placement Shares were issued to the Subscriber Group under the Subscription Agreements, which are summarised at Section 1.2, the remaining 32,853,618 Tranche 1 Placement Shares were not issued under an agreement.

3. RESOLUTION 3 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES

3.1 General

As noted in Section 1.1 above, the Company is proposing to issue up to 89,721,891 Shares at an issue price of $0.11 per Share to raise up to $9,894,408 ( Tranche 2 Placement Shares ).

As summarised in Section 2.2 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The proposed issue of 51,919,109 of the Tranche 2 Placement Shares to professional and sophisticated investors does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

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The proposed issue of 37,802,782 Tranche 2 Placement Shares to the Subscriber Group falls within exception 17 of Listing Rule 7.2. It therefore requires the approval of Shareholders under Listing Rule 7.1.

3.2 Technical information required by Listing Rule 14.1A

If Resolution 3 is passed, the Company will be able to proceed with the issue of the Tranche 2 Placement Shares. In addition, the issue of the Tranche 2 Placement Shares will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Tranche 2 Placement Shares and no further funds will be raised in respect of the Placement.

Resolution 3 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Tranche 2 Placement Shares.

3.3 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 3:

• (a) 51,919,109 of the Tranche 2 Placement Shares will be issued to professional and sophisticated investors who are clients of Evolution. The recipients will be identified through a bookbuild process, which will involve Evolution seeking expressions of interest to participate in the capital raising from non-related parties of the Company;

• (b) 37,802,782 of the Tranche 2 Placement Shares will be issued to the Subscriber Group as follows:

• (i) 26,461,947 Placement Shares will be issued to HK Jayson;

• (ii) 7,560,556 Placement Shares will be issued to Hoston; and

• (iii) 3,780,278 Placement Shares will be issued to Longmarch;

• (c) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that other than the members of the Subscriber Group, none of the recipients will be:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (d) the maximum number of Tranche 2 Placement Shares to be issued is 89,721,891. The Tranche 2 Placement Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (e) the Tranche 2 Placement Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended

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that issue of the Tranche 2 Placement Shares will occur on the same date;

• (f) the issue price of the Tranche 2 Placement Shares will be $0.11 per Tranche 2 Placement Share. The Company will not receive any other consideration for the issue of the Tranche 2 Placement Shares;

• (g) the purpose of the issue of the Tranche 2 Placement Shares is to raise capital, which the Company intends to apply towards the purposes set out in Section 1.1;

• (h) 37,802,782 Tranche 2 Placement Shares are being issued to the Subscriber Group under the Subscription Agreements. A summary of the material terms of the Subscription Agreements is set out in Section 1.2 above. The balance of the Tranche 2 Placement Shares are not being issued under an agreement; and

• (i) the Tranche 2 Placement Shares are not being issued under, or to fund, a reverse takeover.

3.4 Dilution

Assuming no Options are exercised, no convertible securities are converted or other Shares issued and the maximum number of Tranche 2 Placement Shares are issued, the number of Shares on issue would increase from 657,072,371 (being the number of Shares on issue as at the date of this Notice) to 746,794,262 and the shareholding of existing Shareholders would be diluted by 12%.

4. RESOLUTION 4 – APPROVAL TO ISSUE BROKER OPTIONS

4.1 General

The Company has entered into an agreement to issue up to 6,250,000 Options in part consideration for lead manager services provided by Evolution in relation to the Placement ( Broker Options ). As noted at Section 1.3 above, the Broker Options on funds raised from the cornerstone investors introduced by Longmarch will be issued to Longmarch (or its nominees)).

As summarised in Section 2.2 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The proposed issue of the Broker Options falls within exception 17 of Listing Rule 7.2. It therefore requires the approval of Shareholders under Listing Rule 7.1.

4.2 Technical information required by Listing Rule 14.1A

If Resolution 4 is passed, the Company will be able to proceed with the issue of the Broker Options. In addition, the issue of the Broker Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 4 is not passed, the Company will not be able to proceed with the issue of the Broker Options.

Resolution 4 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Broker Options.

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4.3 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 4:

• (a) the Broker Options will be issued to Evolution (or its nominees) and to Longmarch (or its nominees) (for funds raised from the cornerstone investors introduced by Longmarch);

• (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients, other than Longmarch, will be:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) the maximum number of Broker Options to be issued is 6,250,000. The terms and conditions of the Broker Options are set out in Schedule 1;

• (d) the Broker Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Broker Options will occur on the same date;

• (e) the Broker Options will be issued at a nil issue price, in consideration for lead manager services provided by Evolution;

• (f) the purpose of the issue of the Broker Options is to satisfy the Company’s obligations under the Lead Manager Mandate;

• (g) the Broker Options are being issued to Evolution (or its nominees) under the Lead Manager Mandate. A summary of the material terms of the Lead Manager Mandate is set out in Section 1.3; and

• (h) the Broker Options are not being issued under, or to fund, a reverse takeover.

5. RESOLUTIONS 5 – 8 – ISSUE OF SHARES TO RELATED PARTIES

5.1 General

As set out in Section 1.1, Directors Peter Wall, Graeme Robertson, Paul McKenzie and Valentine Chitalu wish to participate in the Placement on the same terms as unrelated participants in the Placement ( Participation ).

The Company is proposing, subject to obtaining Shareholder approval, to issue:

• (a) pursuant to Resolution 5, 4,545,455 Placement Shares with a value of $500,000 to Mr Peter Wall (or his nominees);

• (b) pursuant to Resolution 6, 909,091 Placement Shares with a value of $100,000 to Mr Graeme Robertson (or his nominees);

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• (c) pursuant to Resolution 7, 454,545 Placement Shares with a value of $50,000 to Mr Paul McKenzie (or his nominees); and

• (d) pursuant to Resolution 8, 227,273 Placement Shares with a value of $25,000 to Mr Valentine Chitalu (or his nominees),

(together, the Related Parties ) on the terms and conditions set out below.

5.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 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.

The Participation will result in the issue of Shares and Options which constitutes giving a financial benefit and the Related Parties are related parties of the Company by virtue of being Directors.

The Board considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the Placement Shares will be issued to the Directors (or their nominees) on the same terms as the Placement Shares issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm's length terms.

5.3 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

• 10.11.1 a related party;

• 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

• 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

• 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its Shareholders,

unless it obtains the approval of its Shareholders.

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The Participation falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolutions 5 – 8 seek Shareholder approval for the Participation under and for the purposes of Listing Rule 10.11.

5.4 Technical information required by Listing Rule 14.1A

If Resolutions 5 – 8 are passed, the Company will be able to proceed with the issue of the Placement Shares within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and will raise additional funds which will be applied towards for working capital to support the Company’s ongoing expansion and for general corporate purposes. As approval pursuant to Listing Rule 7.1 is not required for the issue of the Placement Shares in respect of the Participation (because approval is being obtained under Listing Rule 10.11), the issue of the Placement Shares will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 5 – 8 are not passed, the Company will not be able to proceed with the issue of the Placement Shares under the Participation and no further funds will be raised in respect of the Placement.

5.5

Technical Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolutions 5 – 8:

• (a) the Shares will be issued to Messrs Wall, Robertson, McKenzie and Chitalu (or their nominees), who fall within the category set out in Listing Rule 10.11.1, as Messrs Wall, Robertson, McKenzie and Chitalu are each a related party of the Company by virtue of being Directors;

• (b) the Related Parties have indicated that the Shares may be issued to their nominees, which will include control entities, superannuation funds or entities controlled by their parents (all of whom are related parties for the purposes of the ASX Listing Rules and Corporations Act);

• (c) the maximum number of Shares to be issued to the Related Parties (or their nominees) is 6,136,364 in the proportions set out in Section 5.1;

• (d) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (e) the Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Shares will be issued on the same date;

• (f) the issue price will be $0.11 per Share, being the same issue price as Shares issued to other participants in the Placement. The Company will not receive any other consideration for the issue of the Shares;

• (g) the purpose of the issue of Shares under the Participation is to raise capital, which the Company intends to use in the manner set out in Section 1.1 above;

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• (h) the Shares to be issued under the Participation are not intended to remunerate or incentivise the Related Parties;

• (i) the Shares are not being issued under an agreement; and

• (j) a voting exclusion statement is included in Resolutions 5 – 8 of the Notice.

6. RESOLUTION 9 – APPROVAL TO ISSUE ADVISER SHARES

6.1 General

The Company proposes to issue 3,750,000 Shares in full consideration for marketing services provided by S3 Consortium Pty Ltd (ACN 135 239 968) ( S3 Consortium ) (or its nominees) ( Adviser Shares ).

As summarised in Section 2.2 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The proposed issue of the Adviser Shares does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

6.2 Technical information required by Listing Rule 14.1A

If Resolution 9 is passed, the Company will be able to proceed with the issue of the Adviser Shares. In addition, the issue of the Adviser Shares will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 9 is not passed, the Company will not be able to proceed with the issue of the Adviser Shares. If the Company is unable to issue the Adviser Shares, the Company will have to pay S3 Consortium in cash, depleting the Company’s cash reserves.

Resolution 9 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Adviser Shares.

6.3

Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 9:

• (a) the Adviser Shares will be issued to S3 Consortium (or its nominees);

• (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

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• (c) the maximum number of Adviser Shares to be issued is 3,750,000. The Adviser Shares issued will be 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 will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Adviser Shares will occur on the same date;

• (e) the Adviser Shares will be issued at a nil issue price, in consideration for marketing services provided by S3 Consortium;

• (f) the purpose of the issue of the Adviser Shares is to satisfy the Company’s obligations under the marketing services agreement with S3 Consortium;

• (g) the Adviser Shares are being issued pursuant to a digital marketing services agreement with S3 Consortium in satisfaction of fees in the amount of $375,000 (plus GST). These fees are payable against digital marketing services to be supplied by S3 Consortium to the Company over a period of up to 24 months; and

• (h) the Adviser Shares are not being issued under, or to fund, a reverse takeover.

7. RESOLUTION 10 – INCREASE IN TOTAL AGGREGATE REMUNERATION FOR NONEXECUTIVE DIRECTORS

7.1 General

Listing Rule 10.17 provides that an entity must not increase the total aggregate amount of directors’ fees payable to all of its non-executive directors without the approval of holders of its ordinary securities.

Directors’ fees include all fees payable by the entity or any of its child entities to a non-executive director for acting as a director of the entity or any of its child entities (including attending and participating in any board committee meetings), superannuation contributions for the benefit of a non-executive director and any fees which a non-executive director agrees to sacrifice for other benefits. It does not include reimbursement of genuine out of pocket expenses, genuine “special exertion” fees paid in accordance with an entity’s constitution, or securities issued to a non-executive director under Listing Rules 10.11 or 10.14 with the approval of the holders of its ordinary securities.

Clauses 14.7 and 14.8 of the Constitution also provide that total aggregate remuneration payable to the non-executive Directors will not exceed the sum initially set by the Constitution and subsequently increased by ordinary resolution of Shareholders in a general meeting.

The maximum aggregate amount of fees payable to the non-executive Directors is currently set at $150,000.

Resolution 10 seeks Shareholder approval for the purposes of clause 14.8 of the Constitution and Listing Rule 10.17 to increase the total aggregate amount of fees payable to non-executive Directors to $300,000.

The maximum aggregate amount of fees proposed to be paid to non-executive Directors per annum has been determined after reviewing similar companies

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listed on ASX and the Directors believe that this level of remuneration is in line with corporate remuneration of similar companies.

7.2 Technical information required by Listing Rule 10.17

If Resolution 10 is passed, the maximum aggregate amount of fees payable to the non-executive Directors will increase by $150,000 to $300,000. Whilst it is not envisaged that the maximum amount sought will be utilised immediately, the increase to maximum aggregate amount of fees payable may enable the Company to:

• (a) fairly remunerate both existing and any new non-executive directors joining the Board;

• (b) remunerate its non-executive Directors appropriately for the expectations placed upon them both by the Company and the regulatory environment in which it operates; and

• (c) have the ability to attract and retain non-executive directors whose skills and qualifications are appropriate for a company of the size and nature of the Company.

If Resolution 10 is not passed, the maximum aggregate amount of fees payable to non-executive Directors will remain at $150,000. This may inhibit the ability of the Company to remunerate, attract and retain appropriately skilled nonexecutive directors.

In the past 3 years, the Company has issued an aggregate of 11,483,333 Shares, 32,750,000 Options and 4,500,000 Performance Rights to non-executive Directors pursuant to Listing Rules 10.11 and 10.14.

These Securities were issued to the following non-executive Directors:

• (a) 7,583,000 Shares, 7,125,000 Options and 4,500,000 Performance Rights were issued to Peter Wall (or his nominee/s);

• (b) 1,125,000 Shares and 4,312,500 Options were issued to Paul McKenzie (or his nominee/s);

• (c) 2,125,000 Shares and 4,312,500 Options were issued to Graeme Robertson (or his nominee/s);

• (d) 3,500,000 Options were issued to Dganit Baldar (or his nominee/s);

• (e) 150,000 Shares and 4,000,000 Options were issued to Valentine Chitalu (or his nominee/s); and

• (f) 500,000 Shares and 3,500,000 Options were issued to William Oliver (former director) (or his nominee/s); and

• (g) 6,000,000 Options were issued to Damian Black (former director) (or his nominee/s).

7.3 Board Recommendation

Given the interest of the non-executive Directors in this Resolution, the Board makes no recommendation to Shareholders regarding this Resolution.

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8. RESOLUTION 11 – REPLACEMENT OF CONSTITUTION

8.1 General

A company may modify or repeal its constitution or a provision of its constitution by special resolution of shareholders.

Resolution 11 is a special resolution which will enable the Company to repeal its existing Constitution and adopt a new constitution ( Proposed Constitution ) which is of the type required for a listed public company limited by shares updated to ensure it reflects the current provisions of the Corporations Act and Listing Rules.

This will incorporate amendments to the Corporations Act and Listing Rules since the current Constitution was adopted.

The Directors believe that it is preferable in the circumstances to replace the existing Constitution with the Proposed Constitution rather than to amend a multitude of specific provisions.

The Proposed Constitution is broadly consistent with the provisions of the existing Constitution. Many of the proposed changes are administrative or minor in nature.

The Directors believe these amendments are not material nor will they have any significant impact on Shareholders. It is not practicable to list all of the changes to the Constitution in detail in this Explanatory Statement, however, a summary of the proposed material changes is set out below.

A copy of the Proposed Constitution is available for review by Shareholders at the Company’s website https://minbos.com/corporate-governance/ and at the office of the Company. A copy of the Proposed Constitution can also be sent to Shareholders upon request to the Company Secretary (+61 8 9482 0511). Shareholders are invited to contact the Company if they have any queries or concerns.

8.2 Summary of material proposed changes

Minimum Shareholding (clause 3)

Clause 3 of the Constitution outlines how the Company can manage shareholdings which represent an “unmarketable parcel” of shares, being a shareholding that is less than $500 based on the closing price of the Company’s Shares on ASX as at the relevant time.

The Proposed Constitution is in line with the requirements for dealing with “unmarketable parcels” outlined in the Corporations Act such that where the Company elects to undertake a sale of unmarketable parcels, the Company is only required to give one notice to holders of an unmarketable parcel to elect to retain their shareholding before the unmarketable parcel can be dealt with by the Company, saving time and administrative costs incurred by otherwise having to send out additional notices.

Clause 3 of the Proposed Constitution continues to outline in detail the process that the Company must follow for dealing with unmarketable parcels.

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Technology and Virtual Meetings (clause 14)

Clause 14 of the Proposed Constitution outlines how the Company may use technology at general meetings including holding wholly virtual meetings and communicating meeting documents by means of electronic communication.

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GLOSSARY

$ means Australian dollars.

Adviser Shares means the Shares being issued under Resolution 9.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Board means the current board of directors of the Company.

Broker Options means the Options issued to Evolution under the Lead Manager Mandate.

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.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

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

Constitution means the Company’s constitution.

Cooperation Group means Longmarch Capital, HK Jayson and Hoston.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Evolution means Evolution Capital Pty Ltd (ACN 652 397 263).

Explanatory Statement means the explanatory statement accompanying the Notice.

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

HK Jayson means HongKong Jayson Holding Co Ltd (an entity incorporated in Hong Kong with company number 3022509).

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Hoston means Hoston Investments (Australia) Pty Ltd (ACN 603 838 464).

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Lead Manager Mandate has the meaning given by Section 1.3.

Listing Rules means the Listing Rules of ASX.

Longmarch means Longmarch Principal Holding Limited (an entity incorporated in the British Virgin Islands with company number 1496453).

Longmarch Capital means Long March Capital Management Limited (an entity incorporated in The British Virgin Islands with company number 1488387).

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

Option means an option to acquire a Share with the terms and conditions set out in Schedule 1.

Optionholder means a holder of an Option.

Participation has the meaning given by Section 5.1.

Placement has the meaning given by Section 1.1.

Placement Recipients means those investors who participated in the Placement.

Placement Shares means the Shares issued under the Placement.

Proposed Constitution means the new Constitution to be adopted pursuant to Resolution 11.

Proxy Form means the proxy form accompanying the Notice.

Related Parties means the parties detailed at Section 5.1.

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

S3 Consortium means S3 Consortium Pty Ltd (ACN 135 239 968).

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

Subscriber Group means HongKong Jayson Holding Co Ltd (a Hong Kong incorporated holding company), Hoston Investments (Australia) Pty Ltd and Longmarch.

Subscription Agreement has the meaning given by Section 1.2.

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Tranche 1 and Tranche 2 Placement has the meaning given by Section 1.1.

Tranche 1 Placement Shares means the Shares issued under the Tranche 1 Placement. Tranche 2 Placement Shares means the Shares issued under the Tranche 2 Placement. WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – TERMS AND CONDITIONS OF BROKER OPTIONS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b)

Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.17 ( Exercise Price )

(c)

Expiry Date

Each Option will expire at 5:00 pm (WST) three years from their date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e)

Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f)

Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g)

Timing of issue of Shares on exercise

Within five Business Days after the Exercise Date, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company

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must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(k) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(l) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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