MINREX RESOURCES LIMITED — Capital/Financing Update 2017

Aug 23, 2017

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24 August 2017

ASX AND MEDIA ANNOUNCEMENT ASX Code: MRR

MAILOUT TO SHAREHOLDERS – OFFER DOCUMENT AND ENTITLEMENT FORM

MinRex Resources Limited advises that the Offer Document in connection with the nonrenounceable rights issue offer, announced to the ASX on 9 August 2017, along with the Entitlement and Acceptance Application Form for the offer were dispatched to Eligible Shareholders today.

Indicative Timetable

Despatch of Offer Document and Application Form and announcement that despatch completed.

Offer opens for receipt of Applications Closing Date for Applications and payment in full (5.00pm WST) New Shares quoted on a deferred settlement basis ASX notified of under subscriptions Despatch date of holding statements, New Shares entered into the holders’ security holdings

24 August 2017

24 August 2017 7 September 2017 8 September 2017 12 September 2017 13 September 2017

15 September 2017 Trading commences for New Shares on a normal basis

These dates are indicative only and subject to change. The Company, in conjunction with the Lead Manager, reserves the right, subject to the Corporations Act and the ASX Listing Rules, to vary the above dates.

For all enquiries, please contact:

Simon Durack Executive Chairman MinRex Resources Limited

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

MinRex Resources Limited ACN 151 185 867 LinQ House Level 1, 17 Ord Street West Perth WA 6005 P: +61 8 9486 8806 F: +61 9321 3559

MinRex Resources Limited

ABN 81 151 185 867

NON-RENOUNCEABLE RIGHTS ISSUE OFFER DOCUMENT

For a non-renounceable pro rata offer to Eligible Shareholders of up to 28,351,090 New Shares at an issue price of $0.05 per share on the basis of 2 New Shares for every 3 Existing Shares to raise approximately $1,417,554 before issue costs.

LEAD MANAGER

EverBlu Capital Pty Ltd

Important Notice

If you are an Eligible Shareholder, this is an important document that requires your immediate attention.

This Offer Document is not a prospectus and it does not contain all of the information that an investor may require in order to make an informed decision regarding the New Shares offered.

This Offer Document should be read in its entirety before deciding whether to apply for the New Shares. If after reading this Offer Document you have any questions about the New Shares being offered under this Offer Document, then you should consult your professional adviser.

The New Shares offered by this Offer Document should be considered speculative.

CONTENTS

1	Chairman’s letter ................................................................................................................. 2
2	Important Notes .................................................................................................................. 3
3	Summary of the Offer .......................................................................................................... 6
4	Purpose and effect of the Offer ........................................................................................... 11
5	Key risk factors .................................................................................................................. 12
6	Additional Information....................................................................................................... 14
7	Glossary ............................................................................................................................ 16
8	Corporate Directory ........................................................................................................... 18

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1 CHAIRMAN’S LETTER

18 August 2017

Dear Shareholder,

As announced on 9 August 2017, the Company is undertaking a non-renounceable rights issue on the basis of 2 New Shares for every 3 Existing Shares held at the issue price of $0.05 per New Share to raise approximately $1,417,554 before issue costs. This Offer Document outlines the details of the Offer.

The Offer is expected to result in the issue of up to 28,351,090 New Shares in the Company.

The proceeds from the Offer will be used as follows:

• (a) provide additional working capital to fund the Company’s exploration program on its existing projects;

• (b) due diligence on possible asset acquisitions;

• (c) working capital; and

• (d) fund the costs of the Offer.

If you have any queries regarding your Entitlement or participation in the Offer, please do not hesitate to contact your stockbroker or financial advisor.

We commend this Offer to you and look forward to your continued support as a Shareholder.

Yours faithfully,

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Simon Durack Executive Chairman

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2 IMPORTANT NOTES

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General

This Offer Document is dated 18 August 2017.

The information contained in this Offer Document is important and should be read in its entirety prior to making an investment decision. If you do not fully understand this Offer Document or are in any doubt as to how to deal with it, you should consult your professional adviser. In particular, it is important that you consider the risk factors (see Section 5 of this Offer Document) that could affect the performance of the Company before making an investment decision.

This Offer Document has been prepared in accordance with section 708AA of the Corporations Act. In broad terms, section 708AA of the Corporations Act relates to rights issues by certain entities that do not require the provision of a prospectus or other offer document. Accordingly, this Offer Document does not contain all of the information which a prospective investor may require to make an investment decision and it does not contain all of the information which would otherwise be required under Australian law or any other law to be disclosed in a prospectus. Eligible Shareholders should rely on their own knowledge of the Company, refer to disclosures made by the Company to ASX and consult their professional advisers before deciding whether to accept the Offer. Announcements made by the Company to ASX are available from the ASX website www.asx.com.au. The information in this Offer Document does not constitute a securities recommendation or financial product advice.

Before applying for New Shares you should consider whether such an investment, and the information contained in this Offer Document, is appropriate to your particular needs, and considering your individual risk profile for speculative investments, investment objectives and individual financial circumstances. You should consult your professional adviser without delay.

Investors should note that the past Share price performance of the Company provides no guidance to its future Share price performance.

By returning an Application Form or lodging an Application Form with your stockbroker or otherwise arranging for payment for your New Shares through BPAY® in accordance with the instructions on the Application Form, you acknowledge that you have received and read this Offer Document, you have acted in accordance with the terms of the Offer detailed in this Offer Document and you agree to all of the terms and conditions as detailed in this Offer Document.

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Offering Restrictions

This Offer Document does not constitute an offer in any place in which or to any person to whom it would not be lawful to make such an offer. Refer to Section 3.10 for treatment of overseas shareholders.

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Future performance and forward looking statements

Neither the Company nor any other person warrants or guarantees the future performance of the New Shares or any return on any investment made pursuant to the Offer. Investors should note that past share price performance of the Company provides no guidance to its future share price performance.

The forward looking statements in this Offer Document are based on the Company’s current expectations about future events. They are, however, subject to known and unknown risks,

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uncertainties and assumptions, many of which are outside the control of the Company and its Directors that could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by the forward looking statements in this Offer Document. Investors should specifically refer to the “Key Risks” in Section 5 of this Offer Document. That section refers to some but not all of the matters that may cause actual results to differ from the position stated in any forward looking statement in this Offer Document.

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Governing law

This Offer Document, the Offer and the contracts formed on acceptance of the Applications are governed by the law applicable in Western Australia. Each Applicant submits to the exclusive jurisdiction of the courts of Western Australia.

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Disclaimer

This Offer Document has been prepared by the Company. No party other than the Company has authorised or caused the issue of this Offer Document or takes responsibility for, or makes any statements, representations or undertakings in, this Offer Document. In particular, the Lead Manager, EverBlu Capital Limited, its related bodies corporate, directors, employees, representatives or agents:

• have not, authorised, permitted or caused the issue, lodgement, submission, dispatch or provision of this document;

• does not make, or purport to make, any statement in this document, and there is no statement in this document which is based on any statement by the Lead Manager; and

• to the maximum extent permitted by law, expressly disclaims all liability in respect of, makes no representations regarding, and takes no responsibility for, any part of this document.

Neither ASX nor ASIC takes any responsibility for the contents of this Offer Document.

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

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Privacy

The Company and its share registry have already collected certain personal information from you as a Shareholder. If you complete an Application Form, you will be providing personal information to the Company (directly or by the Company's share registry). The Company collects, holds and will use 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 Company's share registry.

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

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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 ASTC Settlement Rules. You should note that if you do not provide the information required on the Application Form, the Company may not be able to accept or process your Application.

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Defined terms

Certain terms and abbreviations in this Offer Document are defined in the glossary of terms in Section 7.

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3 SUMMARY OF THE OFFER

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The Offer

The Company is offering Eligible Shareholders the opportunity to participate in a nonrenounceable rights issue of New Shares on the basis of 2 New Shares for every 3 Existing Shares held on the Record Date, being 5.00 pm WST on 21 August 2017, at an issue price of $0.05 per New Share. The number of New Shares to which you are entitled (your “ Entitlement ”) is shown on the accompanying Application Form.

The Offer is not underwritten.

Fractional Entitlements will be rounded down to the nearest whole number of New Shares. For this purpose, holdings in the same name are aggregated for calculation of Entitlements. If the Company considers that holdings have been split to take advantage of rounding, the Company reserves the right to aggregate holdings held by associated Eligible Shareholders for the purpose of calculating Entitlements.

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No Minimum or Over Subscription

There is no minimum or over subscription.

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Opening and Closing Dates

The Offer will open for receipt of acceptances on 24 August 2017. The closing date and time for Applications and payments is 5.00pm WST on the Closing Date, subject to the Company varying those dates in accordance with the Corporations Act and the Listing Rules. The Company must receive your Application Form and payment or your BPAY® payment before this time.

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Who is entitled to participate in the Offer?

Every Eligible Shareholder who is registered as the holder of Shares at 5.00pm WST on the Record Date is entitled to participate in the Offer.

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No Rights trading

The Offer is non-renounceable. This means that your Right to subscribe for New Shares under this Offer Document is not transferable and there will be no trading of Rights on the ASX. If you choose not to take up your Rights, you will receive no benefit and your shareholding in the Company will be diluted as a result.

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Shortfall

A Shortfall will arise if the Applications received for New Shares under the issue are less than the number of New Shares offered.

The Directors reserve the right, subject to the requirements of the Listing Rules and the Corporations Act, to place any Shortfall Shares in conjunction with the Lead Manager within 2 months after the Closing Date. Shortfall Shares will be issued at a price not less than the issue price of New Shares under the Offer.

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Timetable for the Offer

imetable for the Offer
Announcement of Offer	9 August 2017
Appendix 3B and cleansing notice lodged with ASX	11 August 2017
Ex Date and Offer Document lodged with ASX	18 August 2017
Record Date to determine Entitlement to New Shares	21 August 2017
Despatch of Offer Document and Application Form and announcement that despatch completed.	24 August 2017
Offer opens for receipt of Applications	24 August 2017
Closing Date for Applications and payment in full (5.00pm WST)	7 September 2017
New Shares quoted on a deferred settlement basis	8 September 2017
ASX notified of under subscriptions	12 September 2017
Despatch date of holding statements, New Shares entered into the holders’ security holdings	13 September 2017
Trading commences for New Shares on a normal basis	15 September 2017

These dates are indicative only and subject to change. The Company, in conjunction with the Lead Manager, reserves the right, subject to the Corporations Act and the ASX Listing Rules, to vary the above dates.

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Allotment and Application Money

Application Money will be held in a subscription account on trust until allotment of the New Shares. If the Application Money is refundable, it will be refunded as soon as reasonably practicable. Interest earned on the Application Money will be for the benefit of the Company and will be retained by the Company irrespective of whether New Shares are issued.

No allotment of the New Shares will occur until ASX grants permission to quote the New Shares.

The New Shares are expected to be allotted by no later than 5.00pm WST on 13 September 2017. Statements of holding of New Shares will be mailed after allotment occurs.

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ASX Quotation

Application for admission of the New Shares to official quotation on ASX has been made.

Subject to approval being granted by ASX, it is expected that quotation and trading of New Shares will commence on a deferred settlement basis on 8 September 2017.

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

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Non-Resident Shareholders

This Offer Document and accompanying Application Form do not, and are not intended to constitute an offer in any place in which, or to any person whom, it would not be lawful to make

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such an offer. No action has been taken to register or qualify the New Shares or the Offer, or otherwise to permit a public offering of the New Shares in any jurisdiction outside Australia and New Zealand.

The Offer is not being extended to any Shareholder, as at the Record Date, whose registered address is not situated in Australia or New Zealand because of the small number of such Shareholders, and the cost of complying with applicable regulations in jurisdictions outside Australia and New Zealand. The Offer Document is sent to those Shareholders for information only.

The Offer contained in this Offer Document to Eligible Shareholders with registered addresses in New Zealand is made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). Members of the public in New Zealand who are not existing Shareholders on the Record Date are not entitled to apply for any Securities.

Recipients may not send or otherwise distribute this Offer Document or the Application Form to any person outside Australia (other than to Eligible Shareholders).

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Enquiries

Any questions concerning the Offer should be directed to Simon Durack, Company Secretary on +61 (08) 9486 8806 or consult your professional adviser.

The Directors do not consider it appropriate to give Shareholders advice regarding the taxation consequences of subscribing for New Shares under this Offer Document.

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What you may do

The number of New Shares to which you are entitled is shown on the accompanying Application Form.

As an Eligible Shareholder, you may:

• take up all of your Entitlement;

• accept part of your Entitlement and allow the balance to lapse; or

• allow all of your Entitlement to lapse.

The Company reserves the right to reject any Application Form that is not correctly completed or that is received after 5.00pm WST on the Closing Date, 7 September 2017.

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To take up all or part of your Entitlement

If you decide to take up all or part of your Entitlement, please follow the instructions on the Application Form.

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To allow your Entitlement to lapse

If you do not wish to take up any part of your Entitlement you are not required to take any action. If you allow all or part of your Entitlement to lapse you will receive no benefit to the extent of Entitlements not taken up and your shareholding in the Company will be diluted as a result.

The Company and the Lead Manager will deal with any New Shares not accepted as Shortfall in accordance with Section 3.6.

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Payment

Acceptance of New Shares must be accompanied by payment in full of the price of $0.05 per New Share. Payments will only be accepted in Australian currency and as follows:

• cheque, bank draft or money order drawn on and payable at any Australian financial institution; or

• BPAY® as per the Application Form.

For payment by cheque, bank draft or money order

To participate in the Offer, your completed Application Form, together with your Application Money, must be received no later than 5.00 pm WST on the Closing Date at either of:

ither of:
By hand:	By post:
MinRex Resources Limited c/o Security Transfer Australia Pty Ltd 770 Canning Highway APPLECROSS WA 6153	MinRex Resources Limited c/o Security Transfer Australia Pty Ltd PO Box 52 COLLINS STREET WEST VIC 8007

Please follow the instructions on the Application Form.

Cheques or bank cheques should be made payable to “MinRex Resources Limited – Share Application Account” and crossed “Not Negotiable”. Cash will not be accepted and no receipts will be issued. A single cheque should be used for the Application Money for your Entitlement you wish to apply for as stated on the Application Form.

The Company will present the cheque or bank draft on or around the day of receipt of the Application Form. If a cheque is not honoured upon its first presentation, the Directors reserve the right to reject the relevant Application Form.

If the amount of your cheque(s) or bank draft(s) for Application Money (or the amount for which those cheque(s) or bank draft(s) clear in time for allocation) is insufficient to pay for the number of New Shares you have applied for in your Application Form, you may be taken to have applied for such lower number of New Shares as your cleared Application Money will pay for (and to have specified that number of New Shares in your Application Form) or your Application may be rejected.

For payment by BPAY®

If you are paying by BPAY® payment, you do not need to mail the Application Form. However, please follow the instructions on the Application Form.

It is your responsibility to ensure that your BPAY® payment is received by the Company’s share registry by no later than 5.00pm Western Standard Time on the Closing Date (7.00pm EST). You should be aware that your financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration.

A single payment should be made for the Application Money for your Entitlement you wish to apply for as stated on the Application Form.

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Application Form is binding

A completed and lodged Application Form constitutes a binding offer to acquire New Shares on the terms and conditions set out in this Offer Document and, once lodged, cannot be withdrawn. If the Application Form is not completed correctly, it may still be treated as a valid application for New Shares. The Directors’ decision whether to treat an acceptance as valid and how to construe, amend or complete the Application Form is final.

By completing and returning your Application Form with the requisite Application Monies, you will be deemed to have represented that you are an Eligible Shareholder. In addition, you will also be deemed to have represented and warranted on behalf of yourself or each person on whose account you are acting that the law in your place of residence and/or where you have been given the Offer Document, does not prohibit you from being given the Offer Document and that you:

• agree to be bound by the terms of the Offer;

• declare that all details and statements in the Application Form are complete and accurate;

• declare that you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Application Form;

• authorise the Company and its respective officers or agents, to do anything on your behalf necessary for the New Shares to be issued to you, including to act on instructions of the Company’s share registry upon using the contact details set out in the Application Form;

• declare that you are the current registered holder of Shares and are an Australian or New Zealand resident, and you are not in the United States or a US Person, or acting for the account or benefit of a US Person;

• acknowledge that the information contained in, or accompanying, the Offer Document is not investment or financial product advice or a recommendation that New Shares are suitable for you given your investment objectives, financial situation or particular needs; and

• acknowledge that the New Shares have not, and will not be, registered under the securities laws in any other jurisdictions outside Australia and New Zealand and accordingly, the New Shares may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of applicable securities laws, in particular the US Securities Act.

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4 PURPOSE AND EFFECT OF THE OFFER

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Purpose of the Offer

The purpose of the Offer is to raise up to $1,417,554 (before costs of the Offer). The proceeds from the Offer are planned to be used in accordance with the table set out below:

Proceeds of the Offer Further exploration work on existing tenements Due diligence and work on new corporate opportunities General working capital Expenses of the Offer Total	$ $400,000
	$400,000
	$543,654
	$73,900
	$1,417,554

In the event the Offer is not fully subscribed for, the funds raised will be apportioned on a pro-rata basis.

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Effect on capital structure

The effect of the Offer (assuming the Offer is fully subscribed) will be that approximately 28,351,090 New Shares will be issued, which will increase the number of Shares on issue from 42,526,636 to approximately 70,877,716.

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5 KEY RISK FACTORS

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Overview

The New Shares offered under this Offer Document should be regarded as speculative due to the inherent risks associated with the Company’s activities. Neither the Company nor the Directors warrant the future performance of the Company or any investment made pursuant to this Offer Document. An investment in the New Shares offered by this Offer Document should be considered speculative.

The Directors recommend that Shareholders and potential investors examine the contents of this document together with previous ASX disclosures and public documents of the Company, including its most recent audited financial statements, and rely on advice of their professional advisers before deciding whether or not to apply for New Shares pursuant to this document.

The following summary, which is not exhaustive, represents some of the major risk factors which potential investors need to be aware of.

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Risk factors specific to the resource exploration industry

The risks outlined below are specific to the Company’s operations and to the resource exploration industry in which the Company operates.

(a) Potential acquisitions

As part of its business strategy, the Company may make acquisitions of, or significant investments in, companies, products, technologies or resource projects. Any such future transactions would be accompanied by the risks commonly encountered in making acquisitions of companies, products, technologies or resource projects.

• (b) Future capital needs and additional funding

The funds raised by the Offer will largely be used to fund exploration on the Company’s projects. There is a risk that these funds will not be sufficient to complete the proposed exploration and that further funding will be required.

The Company’s ability to raise further capital (equity or debt) within an acceptable time, of a sufficient amount and on terms acceptable to the Company will vary according to a number of factors, including prospectivity of projects (existing and future), the results of exploration, subsequent feasibility studies, development and mining, stock market and industry conditions and the price of relevant commodities and exchange rates.

No assurance can be given that future funding will be available to the Company on favourable terms (or at all). If adequate funds are not available on acceptable terms the Company may not be able to further develop its projects and it may impact on the Company's ability to continue as a going concern.

(c) Exploration

Exploration is a high-risk undertaking. The Company does not give any assurance that exploration of its current projects or any future projects will result in the delineation or discovery of a significant mineral resource. Even if a significant mineral resource is identified, there can be no guarantee that it can be economically exploited.

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(d) Commodity prices

Commodities prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include worldwide and regional supply and demand for commodities, general world economic conditions and the outlook for interest rates, inflation and other economic factors on both a regional and global basis. These factors may have a positive or negative effect on the Company's exploration, project development and production plans and activities, together with the ability to fund those plans and activities.

(e) Environmental

As with all mineral projects, the Company’s projects are expected to have a variety of environmental impacts. Any development of any of the Company's projects will be dependent on the Company satisfying environmental guidelines and, where required, being approved by government authorities.

The Company intends to conduct its activities in an environmentally responsible manner and in accordance with all applicable laws, but may still be subject to accidents or other unforeseen events which may compromise its environmental performance and which may have adverse financial implications.

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General investment risks

The risks outlined below are some of the general risks that may affect an investment in the Company.

• (a) Securities investments and share market conditions

There are risks associated with any securities investment. The prices at which the securities trade may fluctuate in response to a number of factors.

Furthermore, the stock market, and in particular the market for exploration and mining companies may experience extreme price and volume fluctuations that may be unrelated or disproportionate to the operating performance of such companies. These factors may materially adversely affect the market price of the securities of the Company regardless of the Company's operational performance. Neither the Company nor the Directors warrant the future performance of the Company, or any return of an investment in the Company.

(b) Liquidity risk

The market for the Company’s Shares may be illiquid. As a consequence investors may be unable to readily exit or realise their investment.

(c) Economic risks

Changes in both Australian and world economic conditions may adversely affect the financial performance of the Company. Factors such as inflation, currency fluctuations, interest rates, industrial disruption and economic growth may impact on future operations and earnings.

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6 ADDITIONAL INFORMATION

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Disclosing Entity

The Company is a disclosing entity for the purposes of the Corporations Act. As such, it is subject to regular reporting and disclosure obligations under the Corporations Act and ASX Listing Rules. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to ASX which a reasonable person would expect to have a material effect on the price or the value of the Company's Shares.

This Offer Document contains a summary of information only which the Company does not purport to be complete. The Offer Document is intended to be read in conjunction with the Company's periodic and continuous disclosure announcements lodged with the ASX.

Copies of the Company’s announcements can be obtained from www.asx.com.au or the Company’s website www.minrex.com.au .

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Rights Issue Offer Document

This Offer Document is issued pursuant to section 708AA of the Corporations Act without disclosure to investors under Part 6D.2 of the Corporations Act. Accordingly, this document contains a summary of information only which the Company does not purport to be complete. The Offer Document is intended to be read in conjunction with the Company's periodic and continuous disclosure announcements lodged with the ASX.

Pursuant to the conditions imposed on the Company by section 708AA of the Corporations Act, the Company provided ASX with a notice that complied with the requirements of section 708AA(7) on 18 August 2017. In addition to certain minor and technical matters that notice was required to:

• (a) Set out any information that had been excluded from a continuous disclosure notice in accordance with the Listing Rules and that investors and their professional advisers would reasonably require, and would reasonably expect to find in a disclosure document, for the purpose of making an informed assessment of:

• (i) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

• (ii) the rights and liabilities attaching to the New Shares; and

• (b) state the potential effect of the issue of the New Shares on the control of the Company and the consequences of that effect.

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Information availability

Eligible Shareholders in Australia and New Zealand can obtain a copy of this Offer Document during the period of the Offer on the Company’s website at www.minrex.com.au or by calling Mr Simon Durack, Company Secretary on +61 (08) 9486 8806. Persons who access the electronic version of this Offer Document should ensure that they download and read the entire Offer Document and the other relevant information to which it refers.

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The electronic version of this Offer Document will not include an Application Form. A replacement Application Form can be requested by calling Mr Simon Durack, Company Secretary on +61 (08) 9486 8806.

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Past Performance

Investors should note that the past Share price performance provides no guidance as to future Share price performance.

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Taxation

Taxation implications will vary depending on the particular circumstances of individual Eligible Shareholders. Eligible Shareholders should consider whether to seek specific advice applicable to their own particular circumstances from their own professional advisers.

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Notice to nominees and custodians

Nominees and custodians should note that the Offer is available only to Eligible Shareholders. The Company is not required to determine whether or not any registered holder is acting as a nominee or the identity or residence of any beneficial owners of securities. Where any nominee or custodian is acting on behalf of a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Offer is compatible with applicable foreign laws.

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7 GLOSSARY

$ means Australian dollars, unless otherwise stated.

Application means a valid application for New Shares made pursuant to this Offer Document and an Application Form.

Application Form means the application form accompanying this Offer Document.

Application Money means money received from an Eligible Shareholder in respect of their Application.

ASIC means the Australian Securities & Investments Commission.

ASTC means ASX Settlement and Transfer Corporation Pty Limited (ABN 49 008 504 532).

ASX means ASX Limited (ABN 98 008 624 691) trading as the Australian Securities Exchange, or the market operated by that entity.

Closing Date means 7 September 2017 or such other date as may be determined by the Directors under this Offer Document.

Company or MinRex means MinRex Resources Limited (ABN 81 151 185 867).

Corporations Act means the Corporations Act 2001 (Cth), including as modified by ASIC Class Order 08/35 in relation to the Offer.

Directors means the directors of the Company.

Eligible Shareholder means a Shareholder as at 5.00pm (WST) on the Record Date, other than a Non-Qualifying Foreign Shareholder.

Entitlement or Right means a Shareholder’s entitlement to subscribe for New Shares offered under this Offer Document.

Existing Share means a Share issued on or before the Record Date.

Lead Manager means EverBlu Capital Pty Ltd (ABN 23 612 793 683).

Listing Rules or ASX Listing Rules means the Listing Rules of ASX.

New Share means a new Share to be issued under the Offer.

Non-Qualifying Foreign Shareholder means a Shareholder whose registered address is not situated in Australia or New Zealand.

Offer means the offer of 2 New Shares for every 3 Existing Shares held at an issue price of $0.05 per New Share made pursuant to this Offer Document.

Offer Document means this document, including any supplements or replacements to this document.

Record Date means 21 August 2017.

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

Shareholder means a holder of a Share.

Shortfall will occur if the Company does not hold successful valid Applications for all the New Shares offered by the Company under this Offer Document by the Closing Date.

Shortfall Shares means New Shares for which successful valid Applications have not been received by the Closing Date.

US person has the meaning given to that term in Regulation S under the US Securities Act.

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US Securities Act means the United States Securities Act of 1933, as amended.

WST means Western Australian Standard Time.

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8 CORPORATE DIRECTORY

Directors

Mr Simon Durack JP (Executive Chairman) Mr David Hannon (Non-executive Director) Mr Robert Downey (Non-executive Director)

Share Registry

Security Transfer Australia 770 Canning Highway APPLECROSS WA 6153 Tel: +61 8 9315 2333

Company Secretary

Mr Simon Durack JP

Lead Manager

EverBlu Capital Pty Ltd Level 39 88 Phillip Street SYDNEY NSW 2000

Registered Office

Level 1 17 Ord Street WEST PERTH WA 6005 Telephone: +61 8 9486 8806 Facsimile: +61 8 9321 3559

Solicitors

HWL Ebsworth Level 11, Westralia Plaza 167 St George’s Terrace PERTH WA 6000

Auditors

Ernst & Young Level 5, Ernst & Young Building 11 Mounts Bay Road PERTH WA 6000

Web Address

www.minrex.com.au

ABN

ABN 81 151 185 867

ASX Code

MRR

18

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ENTITLEMENT AND ACCEPTANCE APPLICATION FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

REGISTERED OFFICE:

LINQ HOUSE LEVEL 1 17 ORD STREET WEST PERTH WA 6005 AUSTRALIA

MINREX RESOURCES LIMITED

ACN: 151 185 867

SHARE REGISTRY: Security Transfer Australia Pty Ltd All Correspondence to: PO Box 52 Collins Street West VIC 8007

T: 1300 992 916 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

«Post Barcode»[«Post_zone»]

«Company_code» «Sequence_number»

«Holder_name» «Address_line_1» «Address_line_2» «Address_line_3» «Address_line_4» «Address_line_5»

Code:

MRR

																			MRR	MRR	MRR	MRR	MRR	MRR	MRR
__ «Address_line_4» «Address_line_5» «Holder_number» Holder Number: «Securities» Eligible Holding as at 5.00pm WST on 21 August 2017: «Entitlement» Entitlement to Securities 2:3: «Amount_payable» Amount payable on acceptance @ $0.05 per Security: SAMPLE ONL~~Y~~																			«Holder_number»
																			«Securities»
																			«Entitlement»
																			«Amount_payable»
NON-RENOUNCEABLE SHARE OFFER CLOSING AT 5.00PM WST ON 7 SEPTEMBER 2017
(1) I/We the above named being registered at 5.00pm WST on the 21 August 2017 as holder(s) of Shares in the Company hereby accept as follows:
NUMBER OF NEW SHARESAMOUNT ENCLOSED ACCEPTED/APPLIED FOR @ $0.05 PER SHARE
Entitlement or Part Thereof			,				,				$			,				,				.

(2) I/We have enclosed/made payment for amount shown above (following the payment instructions as detailed overleaf).

(3) I/We understand that if any information on this form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the Directors as to whether to accept this form, and how to construe, amend or complete it shall be final.

(4) I/We authorise the Company to send me/us a substituted form if this form ceases to be current.

(5) I/We declare that I/we have received a full and unaltered version of the Offer Document either in an electronic or paper format.

(6) My/Our contact details in case of enquiries are:

NAME TELEPHONE NUMBER

( )

EMAIL ADDRESS

PAYMENT INFORMATION - Please also refer to payment instructions overleaf.

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Biller code: 159483

Ref: «EFT_reference_number»

Telephone & Internet Banking – BPAY[® ] Contact your bank or financial institution to make this payment from your cheque, savings, debit, or transaction account. More info: www.bpay.com.au

CHEQUE / MONEY ORDER

All cheques (expressed in Australian currency) are to be made payable to MINREX RESOURCES LIMITED and crossed "Not Negotiable".

REGISTRY DATE STAMP E & O.E.

Your BPAY reference number is unique to this offer and is not to be used for any other offer.

BPAY PAYMENT OR THE RETURN OF THIS FORM WITH THE REQUIRED REMITTANCE WILL CONSTITUTE YOUR ACCEPTANCE OF THE OFFER. You do not need to return this form if you have made payment via BPAY.

• MRRNRRI070917

MRR

5

LODGEMENT INSTRUCTIONS

PAYMENT INFORMATION

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Biller code: 159483

CHEQUE / MONEY ORDER

All cheques should be drawn on an Australian bank and expressed in Australian currency and crossed "Not Negotiable".

® Registered to BPAY Pty Ltd ABN 69 079 137 518

Contact your bank or financial institution to make this payment from your cheque, savings, debit, or transaction account. More info: www.bpay.com.au

Your reference number is quoted on the front of this form.

Multiple acceptances must be paid separately.

Applicants should be aware of their financial institution's cut-off time (the time payment must be made to be processed overnight) and ensure payment is processed by their financial institution on or before the day prior to the closing date of the offer. BPAY® applications will only be regarded as accepted if payment is received by the registry from your financial institution on or prior to the closing date. It is the Applicant's responsibility to ensure funds are submitted correctly by the closing date and time.

Your BPAY® reference number will process your payment to your entitlement electronically and you will be deemed to have applied for such Securities for which you have paid.

Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured.

Cheques or bank drafts drawn on overseas banks in Australian or any foreign currency will NOT be accepted. Any such cheques will be returned and the acceptance deemed to be invalid.

Do not forward cash as receipts will not be issued.

When completed, this form together with the appropriate payment should be forwarded to the share registry:

Security Transfer Australia Pty Ltd PO Box 52 Collins Street West VIC 8007

Applications must be received by Security Transfer Australia Pty Ltd no later than 5.00pm WST on the closing date.

EXPLANATION OF ENTITLEMENT

1. The front of this form sets out the number of Securities and the price payable on acceptance of each Security.

2. Your entitlement may be accepted either in full or in part. There is no minimum acceptance.

ENQUIRIES

All enquiries should be directed to the Company's share registry:

Security Transfer Australia Pty Ltd

PO Box 52, Collins Street West, VIC, 8007

Telephone 1300 992 916

Facsimile +61 8 9315 2233

Email: registrar@securitytransfer.com.au

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Australia Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Australia Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

• MRRNRRI070917