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MINBOS RESOURCES LIMITED Share Issue/Capital Change 2011

Apr 19, 2011

65355_rns_2011-04-19_f84036f9-f34a-4056-b6a2-0847f8bf111f.pdf

Share Issue/Capital Change

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==> picture [91 x 96] intentionally omitted <==

Perth Office Suite 2, Level 3 1292 Hay Street West Perth ,WA, 6005

20 April 2011

PO Box 1974 West Perth WA 6872

The Manager Announcements Company Announcements Office Australian Stock Exchange Limited PO Box H224 Australia Square SYDNEY NSW 2000

Dear Sir/Madam

T: +61 (08) 6140 2449 F: +61 (08) 6314 1587 E: [email protected] W: www.minbos.com

South African Office 42 Kyalami Boulevard Kyalami Business Park, Kyalami Johannesburg T: +27 11 466 9462 F: +27 86 560 6998

Minbos Resources Limited (“the Company”) has issued 600,000 Unlisted Options as follows:

  • 500,000 unlisted options issued to two employees at an exercise price of $0.20 each; an expiry date of 18 April 2014; and vesting on 1 October 2012.

  • 100,000 unlisted options issued to a contractor at an exercise price of $0.50 each; an expiry date of 18 April 2014; and vesting on 1 April 2013.

The Company has also retrospectively reflected the release of 2,185,000 fully paid, ordinary shares, released from escrow on 19 December 2010. A letter was lodged with the ASX on 8 December 2010 notifying the Market of the release, however; it had not been reflected in an Appendix 3B. This has since been captured within the Appendix 3B that follows.

Yours faithfully,

Tanya Woolley Company Secretary MINBOS RESOURCES LIMITED

Minbos Resources Limited Page 1

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

MINBOS RESOURCES LIMITED

ABN

93 141 175 493

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

  • 1 +Class of +securities issued or to be issued

a) Unlisted Options b) Unlisted Options c) Unlisted Options d) Ordinary Shares released from escrow

  • 2 Number of[+] securities issued or to be issued (if known) or maximum number which may be issued

  • a) 300,000 unlisted options b) 200,000 unlisted options c) 100,000 unlisted options d) N/A - 2,185,000 ordinary shares already issued 19/12/2009

  • 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

  • a) 300,00 unlisted options issued @ $0.20 each; exercisable on or before 18 April 2014, vesting 1/10/2012.

  • b) 200,00 unlisted options issued @ $0.20 each; exercisable on or before 18 April 2014, vesting 1/10/2012.

  • c) 100,000 unlisted options issued @ $0.50 each; exercisable on or before 18 April 2014, vesting 1/4/2013.

  • d) N/A

  • See chapter 19 for defined terms 24/10/2005 Appendix 3B

4 Do the[+] securities rank equally in all a) N/A – not quoted respects from the date of allotment b) N/A – not quoted with an existing[+] class of quoted c) N/A – not quoted +securities? d) Yes – fully paid, ordinary shares If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration a) N/A b) N/A c) N/A d) $0.01 each 6 Purpose of the issue a) Issued to employee (If issued as consideration for the b) Issued to employee acquisition of assets, clearly identify c) Issued to contractor those assets) d) Incorporation shares now released from escrow.

7 Dates of entering[+] securities into a) 18 April 2011 uncertificated holdings or b) 18 April 2011 despatch of certificates c) 18 April 2011 d) 19 December 2010 Number + Class 8 Number and +class of all 48,743,000 Ordinary shares (MNB) +securities quoted on ASX ( including the securities in clause 2 if applicable)

  • See chapter 19 for defined terms 24/10/2005 Appendix 3B
9
Number
and
+class
of
all
+securities not quoted on ASX
(including
the
securities
in
clause 2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
15,000,000
4,507,000
25,000,000
10,000,000
6,000,000
4,000,000
2,000,000
2,000,000
300,000
200,000
100,000
Ordinary shares escrowed for 24 months
until 18/10/2012 (ASX Code MNBAK)
Ordinary shares escrowed for 24 months
until 18/10/2012 (ASX Code MNBAK)
Class A Performance Shares escrowed
until 18/10/2012. (ASX Code MNBAM)
Class B Performance Shares escrowed
until 18/10/2012. (ASX Code MNBAO)
Broker Options @ $0.20 each, expiring
13/10/2013. (ASX Code MNBAQ)
Class A Director Options @ $0.20 each,
expiring 13/10/2013, vesting 13/10/2011.
(ASX Code MNBAS)
Class B Director Options @ $0.20 each,
expiring 13/10/2013, vesting 13/10/2011.
(ASX Code MNBAU)
Class C Director Options @ $0.20 each,
expiring 13/10/2013, vesting 13/10/2011.
(ASX Code MNBAY)
Options
@
$0.20
each,
expiring
18/04/2014, vesting 1/10/2012. (ASX Code:
TBA)
Options
@
$0.20
each,
expiring
18/04/2014, vesting 1/10/2012. (ASX Code:
TBA)
Options
@
$0.50
each,
expiring
18/04/2014, vesting 1/04/2013. (ASX Code:
TBA)
N/A

Part 2 - Bonus issue or pro rata issue – Not Applicable

11 Is security holder approval required?

  • See chapter 19 for defined terms

24/10/2005 Appendix 3B

12 Is the issue renounceable or non-
renounceable?
13 Ratio in which the+securities
will be offered
14 +Class of+securities to which the
offer relates
15 +Record
date
to
determine
entitlements
16 Will
holdings
on
different
registers (or subregisters) be
aggregated
for
calculating
entitlements?
17 Policy for deciding entitlements
in relation to fractions
18 Names of countries in which the
entity has+security holders who
will not be sent new issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19 Closing
date
for
receipt
of
acceptances or renunciations
20 Names of any underwriters
21 Amount of any underwriting fee
or commission
22 Names of any brokers to the
issue
23 Fee or commission payable to
the broker to the issue
24 Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of+security holders
  • See chapter 19 for defined terms 24/10/2005 Appendix 3B
25 If the issue is contingent on
+security holders’ approval, the
date of the meeting
26 Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent
to persons entitled
27 If the entity has issued options,
and the terms entitle option
holders
to
participate
on
exercise, the date on which
notices will be sent to option
holders
28 Date rights trading will begin (if
applicable)
29 Date rights trading will end (if
applicable)
30 How do+security holders sell
their entitlements_in full_through
a broker?
31 How do+security holders sell
part
of
their
entitlements
through a broker and accept for
the balance?
32 How do+security holders dispose
of their entitlements (except by
sale through a broker)?
33 +Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • 34 Type of securities ( tick one )

  • (a)[Securities described in Part 1 ]

  • See chapter 19 for defined terms 24/10/2005 Appendix 3B

(b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities – NOT APPLICABLE

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

  • 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

  • 1 - 1,000

  • 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

  • 38 Number of securities for which +quotation is sought

  • 39 Class of +securities for which quotation is sought

  • See chapter 19 for defined terms 24/10/2005 Appendix 3B

40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities?

If the additional securities do not rank equally, please state:

  • the date from which they do

  • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

  • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

  • 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

Number +Class

  • See chapter 19 for defined terms 24/10/2005 Appendix 3B

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted[+] quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

    • Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: 20 APRIL 2011 (Company secretary) (Date)

(Company secretary)

Print name: TANYA WOOLLEY

== == == == ==

  • See chapter 19 for defined terms 24/10/2005 Appendix 3B