MINREX RESOURCES LIMITED — Capital/Financing Update 2017

Nov 27, 2017

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ASX AND MEDIA ANNOUNCEMENT

28 November 2017

MinRex to acquire a 70% interest in five highly prospective licences with gold potential in the East Pilbara Region of Western Australia & Artemis Resources takes a strategic stake in Private Placement raising $750,000 before costs

Highlights:

• Exciting acquisition for MinRex Resources Limited of a 70% interest in five highlyprospective licences in WA’s East Pilbara region, some with conglomerate gold potential, subject to due diligence and shareholder approval.

• Tenements to be acquired border licences controlled by Novo Resources Corp (NVO:TSX.V), Haoma Mining (HAO:ASX) and renowned prospector Mark Creasy.

• Extensive historical workings in tenements including previous rock chip samples of 30g/t Au (Norm’s Find) and 1.28g/t (BC07).

• Novo Resources Corp, Haoma Mining NL and Artemis Resources Ltd have all recently announced landmark gold discoveries in surface conglomerate horizons in the Pilbara.

• Artemis Resources Ltd (ARV:ASX) has had its maiden discoveries in this region.

• $750,000 Strategic Placement completed on same terms as acquisition, including $250,000 strategic investment by Artemis Resources Ltd.

• Board Update.

MinRex Resources Limited (ASX: MRR) (‘MinRex’ or ‘the Company’) is pleased to announce that it has entered into a binding Heads of Agreement to acquire, through controlling entities, a 70% interest in each of the five tenements set out in Table 1 below.

The acquisition provides MinRex with five highly-prospective gold licences (Table 1) in Western Australia’s Pilbara Region, all have basement (orogenic) gold potential, while there is also potential for conglomerate-hosted gold deposits. The Pilbara Region has recently become subject to significant investor interest due to the discovery of “watermelon seed” gold nuggets in basal Fortescue Group sediments. Prominent discoveries in the surrounding region include Novo Resources (Comet Well), Artemis Resources (Mt OscarWits), the joint venture between Novo and Artemis at Purdy’s Reward and the Haoma Mining projects, including at the Comet Mine near Marble Bar and at Bamboo Creek. The key terms of the acquisition are detailed in Appendix A to this announcement.

Table 1 New Pilbara Gold Tenements

TenementNumber	Project	Status	Area	Grant Date	Expiry/ApplicationDate
E45/4560	BambooCreek	Granted	23 Blocks	27 October 2017	26 October 2022
E45/4681	Daltons	Granted	3 Blocks	13 July 2017	12 July 2022
E45/4853	BambooCreek	Granted	2 Blocks	11 October 2017	10 October 2022
P45/3039	Marble Bar	Pending	8.260Ha		19 July 2017
P45/3040	Marble Bar	Pending	3.025Ha		19 July 2017

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As can be seen in the map below ( Figure 1) , the licences are held within three Projects, Bamboo Creek, Marble Bar and Daltons. The licences sit within the Pilbara Goldfield and are highly prospective for gold mineralisation, with the Bamboo Creek and Daltons projects also prospective for base metals including copper, lead, nickel and associated precious metals including silver and platinum group elements.

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Figure 1 Project Location with regional simplified geology modified from WA Geological Survey Mapping (MGA94)

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The Bamboo Creek project comprises two contiguous granted Exploration Licences (E45/4560 and E45/4853) covering about 75km[2] . The project contains some historical Rockchip samples of 30g/t Au (Norm’s Find) and 1.28g/t Au (BC07). The Marble Bar project comprises two non-contiguous Prospecting Licence applications (P45/3039 and P45/3040) covering a total area of 11.285 hectares. The Daltons project comprises one granted Exploration Licence that covers just over 9 km[2] .

MinRex Executive Director, Mr Simon Durack, commented that the acquisition is an important step change for MinRex and gives it a strong foothold in the Pilbara Region.

“The acquisition positions the company with assets in one of the most highly sought after, prospective gold regions in the world today. With the recent discoveries by Novo Resources Corp, Haoma Mining NL and Artemis Resources Ltd appearing analogous to the world’s richest gold province, the Witwatersrand gold deposits of South Africa, we are delighted to also be exploring in the same neighbourhood,” Mr Durack said.

Favourable Strategic Location

The Bamboo Creek, Marble Bar and Daltons projects are strategically located adjacent to projects owned by Haoma Mining NL (“Haoma”). Haoma recently announced the presence of gold-prospective conglomerate horizons similar to those of the Witwatersrand in South Africa. These were found within the Fortescue Group in their project areas at Bamboo Creek and Marble Bar (ASX Release 5 October 2017).

The Bamboo Creek project area is also adjacent to the large Spinifex Ridge (Coppin Gap) porphyry copper–molybdenum deposit. The presence of the basal Mount Roe Basalt of the Fortescue Group within the Marble Bar project area is significant for its gold potential.

All of the project areas to be acquired contain old gold workings, while there is also Mount Roe Basalt either within the tenements, as at Marble Bar, or within the vicinity. MinRex will be focussing on the gold deposits as a potential source for associated conglomerate-hosted gold deposits that may be Archean, Proterozoic or more recent in age. The proximity of Fortescue Group rocks to the project areas also raises the possibility of outliers of previously unrecognised Fortescue Group basal conglomerates within the project areas.

The ~$1 billion market capitalisation Novo Resources Corp. (“Novo”) holds tenure near Marble Bar and Bamboo Creek and is targeting Witwatersrand-style auriferous conglomerate at the base of the Fortescue Group, specifically the base of the Mount Roe Basalt, and has had success at the Purdy’s Reward and Comet Well prospects in the West Pilbara.

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Figure 2: Broader Pilbara Region Map

Artemis take strategic stake

Artemis Resources Ltd has been one of the pioneers in the Pilbara Region for landmark discoveries such as Purdy’s Reward. As part of the Strategic Placement being undertaken, Artemis Resources Ltd has taken a $250,000 stake in MinRex to ensure they are a part of any developments that may occur in these prospective tenements.

Chairman of Artemis Resources Ltd, Mr David Lenigas, had this to say about the investment: “Artemis sees this investment as highly strategic as the ground that MinRex is acquiring is in the heart of the Pilbara Conglomerate Gold prospective region. We are very excited to be a part of the continuing discoveries within this region.”

Artemis Resources Ltd has invested $250,000, at $0.12 per fully paid ordinary share, as part of the $750,000, before costs, strategic private placement being completed by MinRex simultaneously to the announcement of this acquisition.

Board update

MinRex Directors would like to advise that Mr David Hannon, who joined the Board in April 2016 has with effect from 27 November 2017, resigned as a Director of the Company to pursue other interests. Directors would like to thank Mr Hannon for his service to the Company. At the same time, Directors

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have appointed Mr Tim Wilson to the Board as a Non-executive Director, to replace Mr Hannon. Mr Wilson is an experienced Corporate Finance executive.

Con-current with these Board changes, Mr Simon Durack is stepping down from the role of Executive Chairman and will return to the role of Executive Director of the Company, whilst Dr James Ellingford will take over as the Non-executive Chairman of MinRex.

Note

MinRex has not completed any exploration work at the Project areas and is not herein presenting new Exploration Results.

The information contained in this announcement relating to exploration results and estimates was previously announced to the ASX by Metal Bank Limited (ASX Code: MBK) on 10 December 2012 “High Grade Gold-Copper At Spinifex Ridge East to be Tested in 2013” and 30 January 2013 “Quarterly Activities Report December 2012” (‘MBK Announcements’). MinRex is not aware of any new information or data that materially affects the information contained in the MBK Announcements. MinRex confirms that the material assumptions and technical parameters underpinning the estimates in the MBK Announcements continue to apply and have not materially changed.

Appendix A

The material terms of the Acquisition are as follows:

• MinRex has paid a non-refundable deposit of $100,000 (plus any applicable GST) on execution of the Heads of Agreement;

• MinRex has agreed to make a further cash payment of $650,000 (plus any applicable GST) and issue 14,583,334 fully paid ordinary shares in the capital of MinRex ( Shares ) at a deemed issue price of $0.12 per share to the Vendors at settlement of the Acquisition.

None of the vendors are related parties of the Company.

Settlement of the Acquisition is conditional on, inter alia, completion of due diligence from both parties on each other, and MinRex shareholder approval in general meeting.

The Acquisition will be structured through MinRex acquiring:

• 100% of the shares in East Pilbara Conglomerates Pty Ltd (ACN 622 893 707) ( EPC ) an entity that beneficially owns 70% of E45/4853,

• 100% of SR (Sale Entity) Pty Ltd (ACN 622 925 188) ( SR (Sale Entity) ) an entity that beneficially holds 70% of E45/4560 and E45/4681; and

• upon grant, 70% of P45/3039 and P45/3040 ( Parker Tenements ) from Richard Parker ( Parker ).

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Upon settlement of the Acquisition, MinRex’s then subsidiaries shall form separate joint ventures in relation to their interests in their respective tenements for the purpose of exploration and development of those tenements on the commercial terms set out in the Heads of Agreement and otherwise on terms and conditions acceptable to both parties.

MinRex has also agreed to sole fund all exploration costs in respect of the Tenements held by those entities (which term shall include further tenements granted in respect of the ground the subject of existing Tenements) for a minimum of $500,000 (in aggregate) (excluding geologists’ salaries, administration, costs, rates and taxes) over 2 years and to keep the Tenements in good standing thereafter.

-ENDS-

For all Investor enquiries, please contact:

Simon Durack Executive Director MinRex Resources Limited

P: +61 (0) 8 9486 8806 E: simondurack@minrex.com.au

Investor and Corporate Enquiries:

Media Enquiries:

Nick Hannon EverBlu Capital

Jonathan Jackson Stocks Digital

M: +61 417 163 984 D: 61 2 8249 0012 E: nick.hannon@everblucapital.com

M: +61 413 713 744 E: jonathan@stocksdigital.com

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