MINBOS RESOURCES LIMITED

ACN 141 175 493

OFFER DOCUMENT

For a pro rata non-renounceable offer to Eligible Shareholders on the basis of one (1) Share for every ten (10) Shares held by Shareholders on the Record Date at an issue price of $0.28 per Share ( Offer ).

IMPORTANT NOTICE

This document is not a prospectus . It does not contain all of the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding, or about the rights attaching to, the New Shares offered by this document.

This document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its content or are in doubt as to the course you should follow, you should consult your stockbroker or professional adviser without delay.

This Offer opens on 10 November 2011 and closes at 5:00pm WST on 24 November 2011.

Valid acceptances must be received before that time.

Please read the instructions in this document and on the accompanying Entitlement and Acceptance Form regarding the acceptance of your Entitlement.

IMPORTANT NOTES

This Offer Document and enclosed personalised Entitlement and Acceptance Form have been prepared by Minbos Resources Limited (ACN 141 175 493) ( Minbos or the Company ). This Offer Document is dated 31 October 2011.

No party other than Minbos has authorised or caused the issue of this Offer Document, or takes any responsibility for, or makes, any statements, omissions, representations or undertakings in this Offer Document.

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Offer Document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer.

Eligibility

Applications for New Shares by Eligible Shareholders can only be made on an original Entitlement and Acceptance Form, as sent with this Offer Document. The Entitlement and Acceptance Form sets out an Eligible Shareholder's Entitlement to participate in the Offer.

Overseas shareholders

This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Offer Document.

It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of the New Shares these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Offer is not being extended and New Shares will not be issued to Shareholders with a registered address which is outside Australia, New Zealand, Hong Kong or the United Kingdom.

Shareholders resident in New Zealand, Hong Kong and the United Kingdom should consult their professional advisors as to whether any government or other consents are required, or other formalities need to be observed, to enable them to take up their Entitlements under the Offer.

Hong Kong

WARNING: The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

Privacy Act

If you complete an application for New Shares, you will be providing personal information to the Company (directly or by the Company’s share registry). The Company collects, holds and uses that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service

providers, mail houses and the Share Registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or the Share Registry if you wish to do so at the relevant contact numbers set out in this Offer Document.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Shares, the Company may not be able to accept or process your application.

1.	CHAIRMAN’S LETTER ..................................................................................................... 5
2.	DETAILS OF THE OFFER .................................................................................................. 6
3.	ACTION REQUIRED BY SHAREHOLDERS ..................................................................... 12
4.	RISK FACTORS ............................................................................................................ 14
5.	CAPITAL STRUCTURE AND FINANCIAL INFORMATION .............................................. 19
DEFINED	TERMS ......................................................................................................................... 21

1. CHAIRMAN’S LETTER

31 October 2011

Dear Shareholder

On behalf of Minbos Resources Limited ( Minbos or the Company ), I am pleased to invite you to participate in a one (1) for ten (10) pro rata non-renounceable entitlement offer at an issue price of $0.28 per New Share to raise approximately $2.18 million (the Offer ).

On 31 October 2011, the Company announced its intention to undertake an equity raising of approximately $2.18 million via the Offer with a placement to raise approximately $2.7 million ( Placement ), together raising a total of approximately $4.88 million.

Firm commitments have been received for the Placement and it is anticipated to settle on or about 8 November 2011.

The Company intends to apply the funds raised from the Offer as set out in Section 2.2 of this Offer Document.

Under the Offer, eligible shareholders are being given the opportunity to subscribe for one (1) Share for every ten (10) Shares held at 5.00pm (WST) on 9 November 2011 ( Record Date ) at the issue price of $0.28 per New Share.

The Entitlements are non-renounceable. Therefore, Shareholders will not be able to trade their Entitlements. Shareholders who do not take up all or any part of their Entitlements will not receive any payment or value in respect of those Entitlements and their equity interest in the Company will be diluted.

This Offer Document contains important information about the Offer, including:

(a) details of the Offer, including key dates;
(b) actions required by Shareholders; and
(c) risk factors associated with the Offer.

A personalised Entitlement and Acceptance Form which details your Entitlement is to be completed in accordance with the instructions provided.

This Offer Document should be read carefully and in its entirety before deciding whether or not to participate in the Offer. In particular, you should consider the key risk factors included in Section 4 of this Offer Document.

Shareholders who have any queries about the Offer should contact the Company at any time from 8:30am to 5:00pm (Perth time) during the Offer period.

On behalf of the Board of Minbos, I invite you to consider this investment opportunity and thank you for your ongoing support of our company.

Yours faithfully,

==> picture [159 x 57] intentionally omitted <==

Peter Richards Executive Chairman

2. DETAILS OF THE OFFER

2.1 The Offer

The Company is making a pro rata non-renounceable offer of New Shares at an issue price of $0.28 each on the basis of one (1) New Share for every ten (10) Shares held on the Record Date ( the Offer ) .

At the date this Offer Document is despatched to Shareholders, the Company will have 68,250,000 Shares, 35,000,000 Performance Shares and 14,600,000 Options on issue.

On the basis that no Options are exercised or Performance Shares converted prior to the Record Date, the Offer is for 7,788,750 Shares.

Where the determination of the Entitlement of any Eligible Shareholder results in a fraction of a New Share, such fraction will be rounded up to the nearest whole New Share.

2.2 Use of Funds

Completion of the Placement and the Offer will result in an increase in cash in hand of up to approximately $4.88 million (before the payment of costs associated with the Offer and the Placement).

The Company intends to apply the funds raised from the Offer and Placement towards further development of the Company’s projects in Angolan and the DRC, including:

(a) further exploration drilling and analysis;
(b) a scoping status for the Cacata deposit and, if warranted, commencement of a bankable feasibility study;
(c) a desktop study for the Kanzi deposit; and
(d) general administration and working capital.

2.3 Indicative Timetable

Indicative Timetable
Event	Date
Release of Offer Document, Cleansing Notice and Appendix 3B lodged to ASX	31 October 2011
Notice sent to Security Holders	2 November 2011
Ex Date (date from which securities commence trading without the Entitlement to participate in the Rights Issue)	3 November 2011
Record Date5pm (WST) (date for determining Entitlements of eligible Shareholders to participate in the Rights Issue)	9 November 2011

Offer Document Dispatched to Shareholders (expected date of dispatch of Offer Document, Entitlement and Acceptance Forms)	10 November 2011
Offer Opening Date	10 November 2011
*Offer Closing Date 5pm (WST)**	24 November 2011
Securities quoted on a deferred settlement basis	25 November 2011
ASX notified of under subscriptions**	On or before 29 November 2011
Dispatch holding statements**	On or before 2 December 2011
Trading of New Shares expected to commence**	5 December 2011

Subject to the Listing Rules, the Directors reserve the right to extend the Closing Date for the Offer at their discretion. Should this occur, the extension will have a consequential effect on the anticipated date of issue for the New Shares.

** These dates are indicative only.

2.4 Entitlements and acceptance

The Entitlement of Eligible Shareholders to participate in the Offer will be determined on the Record Date. Your Entitlement is shown on the Entitlement and Acceptance form accompanying this Offer Document.

Acceptances must not exceed your maximum Entitlement (as shown on the Entitlement and Acceptance Form), although you may accept for a lesser number of New Shares should you wish to take up only part of your Entitlement. If your acceptance exceeds your Entitlement, acceptance will be deemed to be for your maximum Entitlement and any surplus application monies will be returned to you.

2.5 No Rights trading

The rights to New Shares under the Offer are non-renounceable. Accordingly, there will not be trading of rights on the ASX and you may not dispose of your rights to subscribe for New Shares under the Offer to any other party. If you do not take up your Entitlement to New Shares under the Offer by the Closing Date, the Offer to you will lapse.

2.6 Overseas Eligible Shareholders

No Offer will be made to Eligible Shareholders resident outside Australia, New Zealand, Hong Kong or London.

New Shares to which any Eligible Shareholders who are not resident in Australia, New Zealand, Hong Kong or the United Kingdom would otherwise be entitled will form part of the Shortfall and will be placed at the discretion of the Directors.

This Offer Document and accompanying Entitlement and Acceptance Form do not, nor are they intended to, constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

2.7 New Zealand, Hong Kong and United Kingdom Shareholders

New Zealand

The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).

In accordance with the Securities Act (Overseas Companies) Exemption Notice 2002 (NZ), a person who, on the Record Date was registered as a holder of Shares with a New Zealand address but who, as at the time of this Offer no longer holds Shares is not eligible to participate in this Offer.

Hong Kong

WARNING: The contents of this Offer Document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the Offer. If you are in doubt about any contents of this Offer Document, you should obtain independent professional advice.

United Kingdom

Neither the information in this Offer Document nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares. This Offer Document is issued on a confidential basis to fewer than 150 persons (other than "qualified investors" (within the meaning of section 86(7) of FSMA)) in the United Kingdom, and the New Shares may not be offered or sold in the United Kingdom by means of this Offer Document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This Offer Document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) FSMA does not apply to the Company.

In the United Kingdom, this Offer Document is being distributed only to, and is directed at, persons (i) who fall within Article 43 (members of certain bodies corporate) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005, or (ii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this Offer Document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this Offer Document or any of its contents.

United States

This Offer Document may not be released or distributed in the United States. This Offer Document does not constitute an offer to sell, or a solicitation of an offer to

buy, securities in the United States.

Notice to nominees and custodians

Nominees and custodians may not distribute any part of this Offer Document in the United States or in any other country outside Australia, except to beneficial shareholders in New Zealand and any other country where the Company may determine it is lawful and practical to make the Rights Issue. Any person in the United States with a holding through a nominee may not participate in the Rights Issue.

2.8 Directors Interests and Participation

Each Director’s interest in the securities of the Company at the date of this Offer Document and their Entitlement is set out in the table below.

Director	Shares	Entitlement
Peter Richards	435,000	43,500
Faldi ismail	2,100,000	210,000
David Reeves	12,138,667*	414,700
John Cigarek	250,000	25,000
Domingoes Catulichi	17,640,000*	539,000

*Of Mr Reeves and Mr Catulichi’s holdings noted above, 7,991,667 and 12,250,000 are unquoted, restricted Performance Shares, respectively.

Peter Richards has agreed to underwrite the Offer up to a maximum amount of $200,000.

In addition, each of the Directors (other Domingoes Catulichi) have agreed to take up their Entitlements in part or in whole.

2.9 Effect of the Rights Issue on Voting Power in the Company

The issue of New Shares under the Offer will not have an effect on the control of the Company on the basis that the Underwriter has advised the Company that the Offer has been fully sub-underwritten by a number of different sophisticated sub-underwriters, none of whom will be able to acquire an interest in the Company in excess of 20% on completion of the Offer.

2.10 Market Price of Shares

The highest and lowest market sale prices of the Company’s Shares on ASX during the three months immediately preceding the date of release of this Offer Document and the respective dates of those sales were:

Highest: $0.43 on 1 August 2011 Lowest: $0.28 on 26 September 2011

The latest available closing sale price of the Company’s Shares on ASX prior to the printing of this Offer Document was $0.35 on 26 October 2011.

2.11 Opening and Closing Dates

The Offer opens on the Opening Date, being 11 October 2011, and closes on the Closing Date, being 24 November 2011. The Company will accept Entitlement and Acceptance Forms until the Closing Date or such other date as the Directors in their absolute discretion shall determine, subject to the Listing Rules.

2.12 Issue and despatch

The expected dates for issue of New Shares offered by this Offer Document and despatch of holding statements is expected to occur on the dates specified in the Timetable set out in Section 2.3.

It is the responsibility of applicants to determine the allocation prior to trading in the New Shares. Applicants who sell New Shares before they receive their holding statements will do so at their own risk.

2.13 ASX listing

Application for official quotation by ASX of the New Shares offered pursuant to this Offer Document will be made.

The fact that ASX may grant official quotation to the New Shares is not to be taken in any way as an indication of the merits of the Company or the New Shares now offered for subscription.

2.14 CHESS

The Company is a participant in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the subregisters are electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of New Shares allotted to them under this Offer Document. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

2.15 Taxation implications

The Directors do not consider it appropriate to give Shareholders advice regarding the taxation consequences of subscribing for New Shares under this Offer Document. The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders.

Shareholders should consult their professional tax adviser in connection with subscribing for New Shares under this Offer Document.

2.16 Risk factors

An investment in New Shares should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, there are specific risks associated with an investment in the Company which are described in Section 4.

2.17 Enquiries concerning Offer Document

Enquiries relating to this Offer Document should be directed to the Company Secretary by telephone on +61 (08) 6140 2449.

3. ACTION REQUIRED BY SHAREHOLDERS

3.1 How to Accept the Offer

Your acceptance of the Offer must be made on the Entitlement and Acceptance Form accompanying this Offer Document. Your acceptance must not exceed your Entitlement as shown on that form. If it does, your acceptance will be deemed to be for the maximum Entitlement.

You may participate in the Offer as follows:

(a) if you wish to accept your Entitlement in full:
(i) complete the Entitlement and Acceptance Form, filling in the details in the spaces provided; and
(ii) attach your cheque for the amount indicated on the Entitlement and Acceptance Form; or
(b) if you wish to accept your Entitlement in full and wish to be eligible for the Shortfall:
(i) complete the Entitlement and Acceptance Form, filling in the details in the spaces provided;
(ii) check the box indicating the number of Shortfall Shares you wish to apply for; and
(iii) attach your cheque for the amount indicated on the Entitlement and Acceptance Form;
(c) if you only wish to accept part of your Entitlement:
(i) fill in the number of Shares you wish to accept in the space provided on the Entitlement and Acceptance Form; and
(ii) attach your cheque for the appropriate application monies (at $0.28 per New Share); or
(d) if you do not wish to accept all or part of your Entitlement, you are not obliged to do anything.

All cheques must be drawn on an Australian bank or bank draft made payable in Australian currency to “Minbos Resources Limited - Subscription Account” and crossed “Not Negotiable” .

Your completed Entitlement and Acceptance Form and cheque must reach the Company no later than 5:00pm (WST) on the Closing Date.

If paying via BPAY, Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and it is the responsibility of the Applicant to ensure that funds are submitted through BPAY by the date and time mentioned above. If you elect to pay via BPAY, you must follow the instructions for BPAY set out in the Entitlement and Acceptance Form and you will not need to return the Entitlement and Acceptance Form.

3.2 Entitlements not taken up

If you do not wish to accept any of your Entitlement, you are not obliged to do anything.

3.3 Shortfall

If you do not wish to take up any part of your Entitlement you are not required to take any action. That part of your Entitlement not taken up will form part of the Shortfall. Shareholders who wish to apply for Shares above their Entitlement should indicate their interest in applying for the Shortfall by checking the relevant box on the Entitlement and Acceptance Form and indicating the amount of Shortfall Shares you wish to apply for.

The offer of the Shortfall ( Shortfall Offer ) is a separate offer pursuant to this Offer Document. The issue price of any Shares offered pursuant to the Shortfall Offer shall be $0.28 being the price at which the Entitlement has been offered to Shareholders pursuant to this Offer Document. The Shortfall shall be placed at the discretion of the Company. The Company reserves the right to allot to an applicant a lesser number of Shortfall Shares than the number for which the applicant applies, or to reject an application, or to not proceed with placing the Shortfall.

3.4 Queries concerning your Entitlement

If you have any queries concerning your Entitlement please contact Security Transfer Registrars Pty. Limited, 770 Canning Highway, Applecross WA, on +61 (08) 9315 2333.

4. RISK FACTORS

4.1 General

The Shares offered under this Offer Document should be considered speculative because of the nature of the Company’s business.

There are numerous risk factors involved with the Company’s business. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of the Company and cannot be mitigated. Accordingly, an investment in the Company carries no guarantee with respect to the payment of dividends, return of capital or price at which securities will trade.

The following is a summary of the more material matters to be considered. However, this summary is not exhaustive and potential investors should examine the contents of this Offer Document in its entirety and consult their professional advisors before deciding whether to apply for the New Shares.

Based on the information available, a non-exhaustive list of risk factors which may affect the Company’s financial position, prospects and the price of its listed securities include the following.

SPECIFIC RISKS

4.2 Risks with Operating in Angola and the DRC

Both Angola and the DRC have been the subject to civil unrest in the recent past. The Company believes that although tension has eased, civil and political unrest and an outbreak of hostilities remains a risk in Angola and in the DRC.

Specifically, the DRC continues to be troubled by military conflicts in its north eastern region and has the largest deployment of UN peace keepers in the world stationed in the country. However, the majority of the country is peaceful and the Project is located over 2,000km west of the area of military activity.

The effect of unrest and instability on political, social or economic conditions in Angola and the DRC could result in the impairment of the exploration, development and mining operations of the Company’s projects.

There is also a high level of corruption in Angola and the DRC, especially in the extractive industries. This corruption often influences the awarding of contracts or the granting of licenses. Furthermore Angola does not have laws that specifically address corruption, bribery and conflict of interest.

Other possible sovereign risks include, without limitation:

(a) changes in the terms of the relevant mining statutes and regulations;
(b) changes to royalty arrangements;
(c) changes to taxation rates and concessions;
(d) changes in the ability to enforce legal rights; and
(e) expropriation of property rights.

Any of these factors may, in the future, adversely affect the financial performance of the Company and the market price of its Shares.

No assurance can be given regarding the future stability in these or any other country in which the Company may have an interest.

4.3 The Legal Environment in Angola and the DRC

The Company’s projects are located in Angola and the DRC. Both countries are considered to be developing countries and are subject to emerging legal and political systems as compared with the system in place in Australia. This could result in the following risks:

(a) political difficulties in obtaining effective legal redress in the courts whether in respect of a breach of law or regulation or in an ownership dispute;
(b) a higher degree of discretion held by various government officials or agencies;
(c) the lack of political or administrative guidance on implementing applicable rules and regulations, particularly in relation to taxation and property rights;
(d) inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions; or
(e) relative inexperience of the judiciary and court in matters affecting the Company.

4.4 Exploration and Development Success

The Company’s tenements are at various stages of exploration, and potential investors should understand that mineral exploration and development are highrisk undertakings.

There can be no assurance that exploration of the tenements, or any other licenses that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

4.5 Changes in Government Policy

Adverse changes in government policies or legislation in Angola or the DRC and other jurisdictions in which the Company may operate from time to time affecting foreign ownership of mineral interests, taxation, profit repatriation, royalties, land access, labour relations, and mining and exploration activities may affect the operations of the Company. It is possible that the current system of exploration and mine permitting in Angola or the DRC may change, resulting in impairment of rights and possibly expropriation of the Company’s properties without adequate compensation. In addition, there is a possibility that the Company’s agreements with governments or joint venture partners may be unenforceable against such parties.

4.6 Lack of Specific Infrastructure

The Company’s projects are located in areas of Angola and the DRC. Generally these areas lack specific infrastructure such as:

(a) sources of third party supplied power and;
(b) sources of third party supplied water.

The lack of availability this infrastructure may affect mining feasibility.

However, the projects are ideally located close to all other major infrastructure including ports. The Projects are located within 50km of the ocean in an area that is heavily populated by oil companies. As such minimal infrastructure is needed to access ports and services and accommodation in the area are satisfactory.

The Project areas are accessible by road. Roads in the region have recently undergone or are undergoing rebuilding to highway standard and pass through the leases held by the Company.

However, the Company will still be required to locate adequate supplies and obtain necessary approvals from national, provincial and regional governments, none of which can be assured.

4.7 Workforce and labour risks

The skill base of the local labour force in Angola and the DRC is extremely limited. There is a severe shortage of workers with good managerial or technical skills.

HIV/AIDS, malaria and other diseases represent a serious threat to maintaining a skilled workforce in the mining industry throughout Africa. HIV/AIDS, malaria and other diseases are a major healthcare challenge faced by the Company’s operations in Angola and the DRC. There can be no assurance that the Company will not lose members of its workforce, workforce man hours or incur increased medical costs which may have a material adverse effect on the Company’s operations.

Also given the current high level of activity in the global mining industry, Minbos Resources may be unable to source personnel and equipment to meets its objectives.

4.8 Operating Risks

The operations of the Company may be affected by various factors, including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

Having been incorporated on 17 December 2009, the Company does not have any significant operating history, although it should be noted that the Company’s directors have between them significant operational experience. No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its license interests. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

4.9 Resource Estimates

Resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company’s operations.

4.10 Commodity Price Volatility and Exchange Rate Risks

If the Company achieves success leading to mineral production, the revenue it will derive through the sale of phosphate rock and potential later sales of phosphoric acid, DAP and MAP, exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations, technological advancements, forward selling activities and other macro-economic factors.

4.11 Environmental Risks

The operations and proposed activities of the Company are subject to the laws and regulations of Angola and the DRC concerning the environment. As with most exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

4.12 Additional Requirements for Capital

The Company’s capital requirements depend on numerous factors. Depending on the Company’s ability to generate income from its operations, the Company may require further financing in addition to amounts raised under this capital raising. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities.

The Company operates in a region of the world that has experienced economic dislocation, war and political upheaval, which may make it difficult for the Company to obtain future debt financing from mine lenders. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be.

Furthermore the banking system in the DRC is effectively non-existent, making it difficult to conduct financial transactions within the DRC.

GENERAL RISKS

4.13 Economic Risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s

exploration, development and production activities, as well as on its ability to fund those activities.

4.14 Market Conditions

Share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

(a) general economic outlook;
(b) interest rates and inflation rates;
(c) currency fluctuations;
(d) changes in investor sentiment toward particular market sectors;
(e) the demand for, and supply of, capital; and
(f) terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

4.15 Reliance on Key Personnel

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

4.16 Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the securities offered under this Prospectus. Therefore, the securities to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those securities.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for securities pursuant to this Prospectus.

5. CAPITAL STRUCTURE AND FINANCIAL INFORMATION

5.1 Capital structure on completion of the Offer

Balance at the date of this Offer Document Issued under the Placement To be issued under the Offer(1) Balance after the Offer	Number of Shares Number of Options 68,250,000 14,600,000 9,637,500 Nil 7,788,750 Nil
	85,676,250 14,600,000

(1) The number of Shares to be issued under the Offer assumes that no Options are exercised before the Record Date.

5.2 Consolidated balance sheet

The Balance Sheet as at 30 June 2011 (audited) and the Pro Forma Balance Sheet as at 30 September 2011 (unaudited) shown on the following page have been prepared on the basis of the accounting policies normally adopted by the Company and reflect the changes to its financial position. The Pro Forma Balance Sheet has been prepared on the assumption that all Shares pursuant to the Placement and Offer are issued.

The Balance Sheets have been prepared to provide Shareholders with information on the assets and liabilities of the Company and pro-forma assets and liabilities of the Company as noted below. The historical and pro-forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements.

Consolidated Balance Sheet as at 30 June 2011 (audited) and Pro Forma Balance Sheet as at 30 September 2011 (unaudited)

ASSETS Current assets Cash and cash equivalents Trade and other receivables Total current assets Non-current assets Property, plant & equipment Investments in associate Exploration & evaluation expenditure Other financial assets Total non-current assets Total Assets LIABILITIES Current liabilities Trade and other payables Total current liabilities Non-Current liabilities Deferred tax liabilities Total Non-Current liabilities Total Liabilities Net assets EQUITY Contributed Equity Reserves Accumulated losses Total equity		AUDITED PROFORMA (UNAUDITED) 30-Jun-11 30-Sep-11 $ $
		3,254,882 5,540,811 345,940 138,243
		3,600,822 5,679,054
		188,785 188,785 11,009,694 12,209,694 6,168,652 7,168,652 1,610,495 1,610,495
		18,977,626 21,177,626
		22,578,448 26,856,680
		172,986 343,478
		172,986 343,478
		5,884,715 5,884,715
		5,884,715 5,884,715
		6,057,701 6,228,193
		16,520,747 20,628,488
		18,344,500 22,908,800 727,803 727,803 (2,551,556) (3,008,115)
		16,520,747 20,628,488

5.3 Dividend Policy

The Directors are not able to say when and if dividends will be paid in the future, as the payment of any dividends will depend on the future profitability, financial position and cash requirements of the Company.

DEFINED TERMS

$ or A$ means an Australian dollar.

Applicant refers to a person who submits an Entitlement and Acceptance Form.

Application refers to the submission of an Entitlement and Acceptance Form.

ASX means ASX Limited (ACN 008 624 691) or, where the context permits, the Australian Securities Exchange operated by ASX Limited.

Closing Date means the closing date set out in Section 2.3 or such other date as may be determined by the Directors.

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

DAP means diammonium phosphate.

Directors means the directors of the Company.

DRC means Democratic Republic of Congo.

Eligible Shareholder means a Shareholder whose details appear on the Company's register of Shareholders as at the Record Date whose registered address is in Australia, New Zealand, Hong Kong or the United Kingdom.

Entitlement means the entitlement to subscribe for one (1) New Share for every ten (10) Shares held by an Eligible Shareholder on the Record Date and Entitlements has a corresponding meaning.

Entitlement and Acceptance Form means the Entitlement and Acceptance Form accompanying this Offer Document.

Foreign Holder means a holder of a Share whose address, as shown in the records of the Share Registry, is a place outside of Australia, New Zealand, Hong Kong or the United Kingdom.

Listing Rules means the Listing Rules of the ASX.

MAP means monoammonium phosphate.

New Share means a new Share proposed to be issued pursuant to this Offer.

Offer or Rights Issue means the pro rata non-renounceable offer of New Shares at an issue price of $0.28 each on the basis of one (1) New Share for every ten (10) Shares held on the Record Date pursuant to this Offer Document.

Offer Document means this Offer Document dated 31 October 2011.

Opening Date means the opening date set out in Section 2.3.

Option means an option to acquire a Share.

Performance Share means a “Class A Performance Share” or a “Class B Performance Share”, the details of which have previously been disclosed to ASX by the Company.

Projects means the Company’s projects in Angola and the DRC .

Record Date means the record date set out in Section 2.3.

Section means a section of this Offer Document.

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

Share Registry means Security Transfer Registrars Pty. Limited.

Shortfall means those New Shares under the Offer not applied for by the Closing Date .

Shortfall Offer means

Shortfall Shares means Shares offered under the Shortfall.

Shareholder means a holder of Shares.

WST means Australian Western Standard Time.

AI assistant

MINBOS RESOURCES LIMITED — Share Issue/Capital Change 2011

65355_rns_2011-10-30_ab589480-589a-4cc5-98f6-76a3f22989ee.pdf