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MINBOS RESOURCES LIMITED — Proxy Solicitation & Information Statement 2026
Feb 5, 2026
65355_rns_2026-02-05_cbf17160-5bbc-4d5e-9030-e16b51075d33.pdf
Proxy Solicitation & Information Statement
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MINBOS RESOURCES LIMITED ACN 141 175 493 ADDENDUM TO NOTICE OF GENERAL MEETING
Minbos Resources Limited (ACN 141 175 493) ( Company ) gives notice to Shareholders that, in relation to the Notice of General Meeting dated 15 January 2026 ( Notice ) and addendum to the Notice dated 3 February 2026 ( First Addendum ) in respect of the Company’s general meeting of members to be held at 10.00am (WST) on Monday, 16 February 2026 ( Meeting ), the Directors have resolved to amend Resolution 7 within the Notice and Sections 1.3 and 6 within the Explanatory Statement.
Capitalised terms in this addendum ( Second Addendum ) have the same meaning as given in the Notice and the First Addendum except as otherwise defined.
This Second Addendum is supplemental to the Notice and First Addendum and should be read together with the Notice and First Addendum. Apart from the amendments set out below, all Resolutions and the Explanatory Statement in the original Notice and First Addendum remain unchanged.
BACKGROUND
This Second Addendum has been prepared to update the maximum number of SPP Options in respect of which the Company is seeking Shareholders approval under Resolution 7 of the Notice, to reflect the participation in the Company’s recent SPP.
IMPORTANT NOTICE
This Second Addendum 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.
PROXY FORM
Annexed to this Second Addendum to the Notice is a replacement Proxy Form ( Replacement Proxy Form ). The Company confirms that there have been no changes to the Replacement Proxy Form previously dispatched to Shareholders on 3 February 2026.
To ensure clarity of voting instructions by Shareholders on the Resolutions to be considered at the Meeting, Shareholders are advised that:
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(a) If you have already completed and returned the Proxy Form annexed with the Notice ( Original Proxy Form ) and you wish to change your original vote for Resolution 7, you must complete and return the Replacement Proxy Form .
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(b) If you have already completed and returned the Original Proxy Form and you do not wish to change your original vote for Resolution 7, you do not need to take any action as the earlier submitted Original Proxy Form will be accepted by the Company for Resolution 7 unless you submit a Replacement Proxy Form.
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(c) If you have not yet completed and returned a Proxy Form and you wish to vote on the Resolutions in the Notice as supplemented by the First Addendum and Second Addendum, please complete and return the Replacement Proxy Form.
To be effective, proxies must be received by 10.00am (WST) on Saturday, 14 February 2026. Proxies lodged after this time will be invalid.
Enquiries
Should you wish to discuss the matters in this Second Addendum please do not hesitate to contact the Company Secretary on +61 8 6219 7171.
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S U P P L E M E N T A R Y B U S I N E S S O F T H E M E E T I N G
The agenda of the Notice and First Addendum is amended by replacing the following Resolution:
7. RESOLUTION 7 – APPROVAL TO ISSUE SPP 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 51,384,615 Options to the SPP Participants on the terms and conditions set out in the Explanatory Statement.”
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S U P P L E M E N T A R Y E X P L A N A T O R Y S T A T E M E N T
The Explanatory Statement is supplemented by amending Sections 1.3 and 6:
1.3 Share Purchase Plan
On 5 December 2025, the Company announced that separate to the Placement, the Company will be conducting a share purchase plan ( SPP ) to raise up to $1,000,000 (before costs) through the issue of approximately 38,461,538 Shares (with the ability to accept oversubscriptions) to Eligible Shareholders ( SPP Participants ) on the same terms as the Placement, being at an issue price of $0.026 per Share, together with one (1) free attaching listed Option for every Share issued, exercisable at $0.04 each on or before the date that is three (3) years from the date of issue ( SPP Options ).
On 6 February 2026, the Company announced that it had successfully raised a total of $1,336,000.
SPP Participants will be entitled to subscribe for that number of SPP Options equal to the number of Shares issued to them under the SPP, on the same terms and conditions as the Placement Options as set out in Schedule 1, pursuant to a separate offer under a prospectus.
Pursuant to Resolution 7, the Company is seeking Shareholder approval for the issue of up to 51,384,615 SPP Options to unrelated SPP Participants, for the purposes of Listing Rule 7.1.
Pursuant to Resolutions 8 to 10, the Company is seeking Shareholder approval for the issue of an aggregate of up to 3,461,538 SPP Options to the Company’s Directors, Mr Lindsay Reed, Mr Paul McKenzie and Mr Graeme Robertson, in the amount of up to $30,000 each (for up to 1,153,846 Options each) for the purposes of Listing Rule 10.11.
6. RESOLUTION 7 – APPROVAL TO ISSUE SPP OPTIONS
6.1 General
As set out in Section 1.3 above, this Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of up to 51,384,615 SPP Options to SPP Participants.
The funds raised under the SPP will be used in the manner set out in Section 1.4 above.
6.2 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 2.2 above.
The proposed issue falls within exception 17 of Listing Rule 7.2 which excludes from the restrictions in Listing Rules 7.1 and 7.1A an agreement to issue equity securities that is conditional on the holders of its ordinary securities approving the issue under Listing Rule 7.1 before the issue is made. The proposed issue therefore requires the approval of Shareholders under Listing Rule 7.1.
6.3 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the Company will be able to proceed with the issue. In addition, the issue 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 this Resolution is not passed, the Company will not be able to proceed with the issue.
6.4 Technical information required by Listing Rule 7.3
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected |
SPP Participants that have elected to participate in the SPP. The Company confirms that no Material Persons will be issued more than 1% of the issued capital of the Company. |
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| Number of Securities and class to be issued |
Up to 51,384,615 SPP Options will be issued. |
| Terms of Securities | The SPP Options will be issued on the terms and conditions set out in Schedule 1. |
| Date(s) on or by which the Securities will be issued |
The Company expects to issue the SPP Options within 5 Business Days of the Meeting. In any event, the Company will not issue any SPP Options later than three 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). |
| Price or other consideration the Company will receive for the Securities |
Nil per SPP Option as the SPP Options will be issued free attaching with the Shares issued under the SPP on a 1:1 basis. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
Refer to Section 1.4 for details of the proposed use of funds. |
| Voting exclusion statement |
A voting exclusion statement applies to this Resolution. |
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Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.
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Minbos Resources Limited | ABN 93 141 175 493
Your proxy voting instruction must be received by 10:00am (AWST) on Saturday, 14 February 2026 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.
SUBMIT YOUR PROXY
| SUBMIT YOUR PROXY | |
|---|---|
| Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their broker of any changes. STEP 1 - APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual:Where the holding is in one name, the Shareholder must sign. Joint holding:Where the holding is in more than one name, all Shareholders should sign. Power of attorney:If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies:To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address:Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automicgroup.com.au. |
Lodging your Proxy Voting Form: |
| Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: [email protected] BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas) |
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the General Meeting of Minbos Resources Limited, to be held at 10:00am (AWST) on Monday, 16 February 2026 at Level 5, 191 St Georges Terrace, Perth WA 6000 hereby: Appoint the Chair of the Meeting (Chair) to vote in accordance with the following directions (or if no directions have been given, and subject to the relevant laws, as the Chair sees fit) at this meeting and at any adjournment thereof. Please note: If you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy. If the person so named is absent from the meeting, or if no person is named, the Chair will act on your behalf. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by marking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention. STEP 2 - Your voting direction Resolutions For Against Abstain 1 RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES 2 RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES 3 RATIFICATION OF PRIOR ISSUE OF PLACEMENT OPTIONS 4 APPROVAL TO ISSUE OPTIONS TO ALPINE CAPITAL PTY LTD 5 APPROVAL OF DIRECTOR PARTICIPATION IN THE PLACEMENT – MR GRAEME ROBERTSON 6 APPROVAL OF DIRECTOR PARTICIPATION IN THE PLACEMENT – MR VALENTINE CHITALU 7 APPROVAL TO ISSUE SPP OPTIONS 8 APPROVAL TO ISSUE SPP OPTIONS TO DIRECTOR – MR LINDSAY REED 9 APPROVAL TO ISSUE SPP OPTIONS TO DIRECTOR – MR PAUL MCKENZIE 10 APPROVAL TO ISSUE SPP OPTIONS TO DIRECTOR – MR GRAEME ROBERTSON
Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll.
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| By providing | your | email address, you elect to | receive all | communications despatched by the Company electronically (where legally permissible). |