MINREX RESOURCES LIMITED — Capital/Financing Update 2023

May 22, 2023

Proposed issue of securities

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Announcement Summary

Entity name

MINREX RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

23/5/2023

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	unquoted options excercisable $0.05 on or before 30 June	20,000,000
confirmed	2026
MRR	ORDINARY FULLY PAID	12,594,535
MRRAQ	PERFORMANCE RIGHTS	220,404,367

Proposed +issue date

21/6/2023

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

MINREX RESOURCES LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ACN

Registration Number 151185867

1.3 ASX issuer code

MRR

1.4 The announcement is

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New announcement

1.5 Date of this announcement

23/5/2023

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No Part 7B - Issue details Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class Details of +securities proposed to be issued ASX +security code and description MRR : ORDINARY FULLY PAID Number of +securities proposed to be issued 12,594,535 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No Please describe the consideration being provided for the +securities possible issue of shares in lieu of cash at the election of the vendor ($200,000 on 20 day VWAP) on excercise of the option to acquire the Tancred project Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 200,000.000000 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Proposed issue of securities

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Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed unquoted options excercisable $0.05 on or before 30 June 2026 +Security type Options Number of +securities proposed to be issued 20,000,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No Please describe the consideration being provided for the +securities consideration on excercise of the option to acquire the Tancred project Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 25,000.000000 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

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Options details

+Security currency AUD - Australian Dollar

Exercise price AUD 0.0500

Expiry date 30/6/2026

Details of the type of +security that will be issued if the option is exercised

MRR : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

1

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

to be included in upcoming notice of meeting

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

MRRAQ : PERFORMANCE RIGHTS

Number of +securities proposed to be issued

62,972,676

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Performance Shares in MinRex to the value of AUD$1,000,000 at the 20-day VWAP share price (for the period ending on the day immediately prior to the announcement of the Resource), on the reporting of an inferred JORC Resource of 5,000,000 Tonne at a minimum of 1% Li2O, within the boundaries of any one or more of the Tancred Lithium Project tenements reported in accordance with the JORC Code and estimated (or based upon documentation) preparedby a Competent Person as defined by the JORC Code.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

1,000,000.000000

Will these +securities rank equally in all respects from their issue date with

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the existing issued +securities in that class? Yes

Is the proposed security a 'New Will the proposed issue of this
class' (+securities in a class that is +security include an offer of
not yet quoted or recorded by ASX) attaching +securities?
or an 'Existing class' (additional No
securities in a class that is already
quoted or recorded by ASX)?
Existing class
Details of +securities proposed to be issued
ASX +security code and description
MRRAQ : PERFORMANCE RIGHTS
Number of +securities proposed to be issued
157,431,691
Offer price details
Are the +securities proposed to be issued being issued for a cash
consideration?
No
Please describe the consideration being provided for the +securities Performance Shares in MinRex to the value of AUD$2,500,000 at the 20-dayVWAP share price (for the period ending on the day immediately prior to the announcement of the Bankable Feasibility Study), onthe completion of a Bankable Feasibility study or asset sale
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
2,500,000.000000
Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that class?
Yes

Part 7C - Timetable

7C.1 Proposed +issue date 21/6/2023

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Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

32,594,535

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue none

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Tancred Acquisition announced 18 May 2023

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7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

Performance Shares to be issued at a later date subject to shareholder approval. The quantity of the Perfomance Shares are an estimate based on the 20 day VWAP prior to the release of this announcement.

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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