MINREX RESOURCES LIMITED — Proxy Solicitation & Information Statement 2017

Dec 14, 2017

MINREX RESOURCES LIMITED

ACN 151 185 867

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10.30am DATE : Friday, 19 January 2018 PLACE : At the Boardroom, The Vic Hotel 226 Hay Street SUBIACO WA 6008

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5.00pm (WST) on Wednesday, 17 January 2018.

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BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 6,250,000 Shares at an issue price of $0.12 per Share on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. RESOLUTION 2 – APPROVAL TO ISSUE CONSIDERATION SHARES PURSUANT TO HOA

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 14,583,334 Shares at a deemed issue price of $0.12 per Share to Pilbara Gold Conglomerate Exploration Pty Ltd (or its nominees) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3. RESOLUTION 3 – APPROVAL TO ISSUE OPTIONS PURSUANT TO HOA

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

• “That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 60,000,000 Options for nil cash consideration on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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4. RESOLUTION 4 – ELECTION OF DIRECTOR – DR JAMES ELLINGFORD

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 3.3 of the Company’s Constitution and for all other purposes, Dr James Ellingford, a Director who was appointed as an additional director on 17 November 2017, retires, and being eligible, is elected as a Director of the Company.”

5. RESOLUTION 5 – ELECTION OF DIRECTOR – MR TIMOTHY WILSON

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 3.3 of the Company’s Constitution and for all other purposes, Mr Timothy Wilson, a Director who was appointed as an additional Director on 27 November 2017, retires, and being eligible, is elected as a Director of the Company.”

Dated: 15 December 2017

By order of the Board

Simon Durack Executive Director

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9486 8806 .

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EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. BACKGROUND

1.1 Introduction

The Company announced on 28 November 2017 it had entered into a binding heads of agreement ( HOA ) to acquire, through controlling entities, a 70% interest in five gold licences ( Licences ) located in Western Australia’s East Pilbara Region ( Acquisition ). Details of the projects being acquired are set out in Section 1.2 and details of the HOA are set out in Section 1.3 of this Notice.

The Company is seeking Shareholder approval under Resolution 2 to issue 14,583,334 Shares ( Consideration Shares ) as part consideration pursuant to the HOA and under Resolution 3 is seeking approval to issue 60,000,000 Options pursuant to the HOA.

The Company also announced at the same time as the Acquisition a placement of 6,250,000 Shares ( Placement Shares ) to sophisticated investors at an issue price of $0.12 per Share to raise $750,000 (before costs) ( Placement ) to be completed simultaneously with the Acquisition. The Company is seeking to ratify the Placement under Resolution 1.

In November 2017, the Company appointed Dr James Ellingford and Mr Timothy Wilson to the board of the Company ( MinRex Board ) and seeks their election under Resolutions 4 and 5 respectively.

1.2

Summary of the Projects

The Acquisition provides the Company with five highly-prospective gold Licences in Western Australia’s Pilbara Region at Bamboo Creek, Marble Bar and Daltons ( Projects ), all which 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 (MtOscarWits) and the Haoma Mining projects, including at the Comet Mine near Marble Bar and at Bamboo Creek.

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.

The Bamboo Creek project comprises two contiguous granted Exploration Licences (E45/4560 and E45/4853) covering about 75km2. 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 km2.

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).

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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. The Company 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 or previously unrecognised Fortescue Group basal conglomerates within the project areas.

Please refer to the Company’s ASX Announcement dated 28 November 2017 for further details on the Projects.

1.3 HOA

The HOA provides that a reorganisation ( Reorganisation ) will occur prior to the Acquisition being implemented. The Reorganisation provides that the registered holders of E45/4560, E45/4681 and E45/4853 and Richard Parker will undertake the Reorganisation so that:

• (a) East Pilbara Conglomerates Pty Ltd ( EPC ) will beneficially hold 70% of E45/4853, with the remaining 30% beneficially held by ACN 622 635 483 Pty Ltd ( ACN );

• (b) SR (Sale Entity) Pty Ltd ( SR (Sale Entity) ) will beneficially hold 70% of E45/4560 and E45/4681, with the remaining 30% beneficially held by Hamersley Gold Pty Ltd ( Hamersley ); and

• (c) upon grant, 70% of P45/3039 and P45/3040 ( Parker Tenements ) from Parker and Hamersley will beneficially hold 30% of P45/3039 and P45/3040, with Parker holding the remaining 70%;

under an agreement between certain parties ( Original Vendors ) and the Vendor ( Vendor Agreement ).

The HOA dated 27 November 2017 ( Execution Date ) sets out the terms on which the Company will purchase from Pilbara Gold Conglomerate Exploration Pty Ltd ( Vendor ):

• (a) 100% of the shares in EPC ( EPC Shares ) from ACN;

• (b) 100% of the shares in SR (Sale Entity) ( SR (Sale Entity) Shares ); and

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

EPC and SR (Entity), the EPC Shares, the SR (Sale Entity) Shares and the Parker Tenements are hereafter referred to as the Assets .

The material terms of the Acquisition are as follows:

(a) ( Consideration ):

(i) a non-refundable deposit of $100,000 (plus any applicable GST) on execution of the HOA (which the Company has paid);

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• (ii) a cash payment of $650,000 (plus any applicable GST) payable by the Company at Settlement (defined below);

• (iii) the issue of 14,583,334 Consideration Shares at a deemed issue price of $0.12 per Share to the Vendor (or its nominees) at Settlement.

• (b) ( Conditions Precedent ): the following conditions precedent at the date of this Notice are:

• (i) the Company completing technical and legal due diligence on the Assets, to the sole and absolute satisfaction of the Company by no later than two weeks following all parties signing the HOA;

• (ii) the Company obtaining all required third party, regulatory and governmental approvals and consents to give effect to the Acquisition including any necessary shareholder approvals required by the Corporations Act 2001 (Cth) ( Corporations Act ), the ASX Listing Rules (and any other applicable law or regulations);

• (iii) the Company being satisfied as at Settlement that there has been no material adverse change in relation to the Assets;

• (iv) the Reorganisation having occurred;

• (v) each of the warranties given by the Company under the HOA being true and correct on the date of Settlement (in all material respects); and

• (vi) each of the warranties given by the Vendor under the HOA being true and correct on the date of Settlement (in all material respects);

• (vii) the Vendor and Exchange Minerals Limited ( EML ) entering into a letter agreement on terms agreed between the Vendor and EML (on terms previously disclosed to the Company by the Vendor); and

• (viii) all conditions precedent to the Vendor Agreement being satisfied or waived so that the parties to that agreement are under an unconditional obligation to settle (as defined in that agreement).

If the Conditions Precedent are not satisfied (or waived) on or before 5.00pm (WST) on the date which is 8 weeks after the Execution Date or such later date as is agreed between the parties, any party not in breach may terminate the HOA.

(c) ( Settlement ): Settlement of the Acquisition will occur five (5) business days after satisfaction (or waiver) of all the Conditions Precedent.

• (d) ( Board Changes ): At Settlement, the Company will appoint one director nominated by the Original Vendors to the MinRex Board and the MinRex Board will consist of no more than three directors.

• (e) ( Options ): the Company will issue 60,000,000 Options (exercisable at $0.144 and expiring two years from the date of issue) to certain nominees of the Vendors, including (with respect to 30,000,000 Options) to EML’s nominees.

• (f) ( Formation and Management of Joint Venture ): Upon Settlement:

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• (i) EPC and ACN in respect of E45/4853; and

• (ii) SR (Sale Entity) and Hamersley in respect of E45/4560 and E45/4681; and

• (iii) the Company and Hamersley in respect of P45/3039 and P45/3040,

shall form separate joint ventures in relation to their interests in their respective Licences for the purpose of exploration and development of those Licences on the commercial terms set out in the HOA and otherwise on terms and conditions acceptable to both parties ( Joint Ventures ). The terms of the Joint Ventures will be set out in formal agreements on the commercial terms as set out in the HOA.

6. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES

6.1 General

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Placement Shares ( Ratification ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

6.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

• (a) 6,250,000 Shares were issued;

• (b) the issue price was $0.12 per Share;

• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares were issued to sophisticated investors. None of these subscribers are related parties of the Company; and

• (e) the funds raised from this issue are to be used to support further exploration work at the Company’s Defector Extended tenement in Western Australia and its Heemskirk tenement in Tasmania. In addition, the funds will also assist with due diligence, deal negotiation costs, shareholder and regulatory approvals required for new corporate opportunity and additional working capital for ongoing costs together with funding the costs of the Placement.

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2. RESOLUTION 2 – APPROVAL TO ISSUE CONSIDERATION SHARES PURSUANT TO HOA

2.1 General

Resolution 2 seeks Shareholder approval for the issue of 14,583,334 Consideration Shares.

A summary of ASX Listing Rule 7.1 is set out in section 6.1 above.

The effect of Resolution 2 will be to allow the Company to issue the Consideration Shares pursuant to Resolution 2 during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

2.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 2:

• (a) the maximum number of Shares to be issued 14,583,334;

• (b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date;

• (c) the deemed issue price will be $0.12 per Share;

• (d) the Shares will be issued to Pilbara Gold Conglomerate Exploration Pty Ltd (or its nominees), who is not a related party of the Company;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) no funds will be raised from the Placement as the Shares are being issued in consideration for the Acquisition.

2.3 Dilution

In the event the Consideration Shares are issued and assuming no options are exercised nor other Shares issued, the number of Shares on issue would increase from 77,127,726 (being the number of Shares on issue as at the date of this Notice) to 91,711,060 and the shareholding of existing Shareholders would be diluted by approximately 15.90%.

3. RESOLUTION 3 – APPROVAL TO ISSUE OPTIONS PURSUANT TO HOA

3.1 General

Resolution 3 seeks Shareholder approval for the issue of the Options.

A summary of ASX Listing Rule 7.1 is set out in section 6.1 above.

The effect of Resolution 3 will be to allow the Company to issue the Options pursuant to Resolution 3 during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

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3.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 3:

• (a) the maximum number of Options to be issued is 60,000,000;

• (b) the Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Options will occur progressively;

• (c) the Options will be issued for nil cash consideration pursuant to the HOA;

• (d) the Options will be issued to certain nominees of the Vendors, including (with respect to 30,000,000 Options) to EML’s nominees, who are not related parties of the Company;

• (e) the Options will be issued on the terms and conditions set out in Schedule 1; and

• (f) no funds will be raised from the issue of the Options as they are being issued nil cash consideration pursuant to the terms of the HOA.

4. RESOLUTIONS 4 AND 5 – ELECTION OF DIRECTORS

4.1 General

The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to the Constitution, any Director so appointed holds office only until the next following general meeting and is then eligible for election by Shareholders.

Dr James Ellingford and Mr Timothy Wilson, having been appointed by other Directors on 17 November 2017 and 27 November 2017 respectively in accordance with the Constitution, will retire in accordance with the Constitution and being eligible, seeks election from Shareholders.

4.2 Qualifications, other material directorships and independence

• (a) Dr James Ellingford

Dr Ellingford previously served as International Executive President of a multibillion dollar NASDAQ business Take-Two Interactive Software with its headquarters in Geneva and New York (TTWO). He has decades of international experience and has close ties with financial institutions and governments throughout the world.

Dr Ellingford holds a Post Graduate in Corporate Management, Master’s in Business Administration and a Doctorate in Management. Dr Ellingford has lectured MBA students in corporate governance, ethics and marketing at a leading Sydney University which are all areas he maintains a keen interest.

If elected, the board considers Dr Ellingford will be an independent director.

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Dr Ellingford has no interests, position, association or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the board and to act in the best interest of the entity and its security holders generally.

(b) Mr Timothy Wilson

Mr Wilson is an investment banker with over a decade of experience in the Australian financial services industry. He has advised companies across most industry sectors both domestically and internationally, including; Mining and Infrastructure, Information Technology and Services, Biotechnology, Mining and Infrastructure.

Mr Wilson's corporate experience includes listing and secondary market raises. In particular, Mr Wilson has experience in the Information Technology space with early stage investments; helping founders to build businesses, bring product to market and cater for all types and sizes of capital requirements.

If elected, the board considers Mr Wilson will be an independent director.

Mr Wilson has no interests, position, association or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the board and to act in the best interest of the entity and its security holders generally.

4.3 Board recommendation

The Board supports the election of Dr Ellingford and Mr Wilson and recommends that Shareholders vote in favour of Resolutions 4 and 5.

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GLOSSARY

$ means Australian dollars.

HOA has the meaning in section 1.1 and is summarised in section 1.3.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Company means MinRex Resources Limited (ACN 151 185 867).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share with the terms and conditions set out in Schedule 1.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b)

Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.144 ( Exercise Price )

(c)

Expiry Date

Each Option will expire at 5:00 pm (WST) two years from the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e)

Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being

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ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(k) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(l) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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MINREX RESOURCES LIMITED

ACN: 151 185 867

REGISTERED OFFICE:

LINQ HOUSE LEVEL 1 17 ORD STREET WEST PERTH WA 6005

SHARE REGISTRY:

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

PROXY FORM

Security Transfer Australia Pty Ltd All Correspondence to: PO BOX 52 Collins Street West VIC 8007 Suite 913, Exchange Tower 530 Little Collins Street Melbourne VIC 3000 T: 1300 992 916 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

Code: MRR

Holder Number: «HOLDER_NUM

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.

VOTE Lodge your proxy vote securely at www.securitytransfer.com.au

«ONLINE 1. Log into the Investor Centre using your holding details.

ONLINE 2. Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area. SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

The meeting chairperson OR

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or failing the person named, or if no person is named, the Chairperson of the meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the General Meeting of the Company to be held at 10:30am WST on Friday 19 January 2018 at the Boardroom, The Vic Hotel, 226 Hay Street, SUBIACO WA 6008 and at any adjournment of that meeting.

SECTION B: Voting Directions

Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the Meeting intends to vote undirected proxies in FAVOUR of all the resolutions. In exceptional circumstances, the Chairperson of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made. RESOLUTION For Against Abstain*

1. Ratification of prior issue of Placement Shares

2. Approval to issue Consideration Shares pursuant to HOA

3. Approval to issue Options pursuant to HOA

4.	Election of Director - Dr James Ellingford
5.	Election of Director - Mr Timothy Wilson

If no directions are given my proxy may vote as the proxy thinks fit or may abstain. * If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SECTION C: Signature of Security Holder(s)

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)
Individual or Security Holder Security Holder 2 Security Holder 3
Sole Director & Sole Company Secretary Director Director/Company Secretary

Proxies must be received by Security Transfer Australia Pty Ltd no later than 10:30am WST on Wednesday 17 January 2018.

• MRRPX2190118

2

MRRPX2190118

1

MRR

My/Our contact details in case of enquiries are:

Name:

Number:

( )

1. NAME AND ADDRESS

This is the name and address on the Share Register of the Company. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. APPOINTMENT OF A PROXY

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a shareholder of the Company.

3. DIRECTING YOUR PROXY HOW TO VOTE

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by contacting the Company's share registry or you may photocopy this form.

5. SIGNING INSTRUCTIONS

Individual: where the holding is in one name, the Shareholder must sign. Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. LODGEMENT OF PROXY

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Australia Pty Ltd no later than the date and time stated on the form overleaf. Any Proxy form received after that time will not be valid for the scheduled meeting.

To appoint a second Proxy you must:

• a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and

• b) Return both forms in the same envelope.

The proxy form does not need to be returned to the share registry if the votes have been lodged online.

Security Transfer Australia Pty Ltd Online www.securitytransfer.com.au Postal Address PO BOX 52 Collins Street West VIC 8007 Street Address Suite 913, Exchange Tower 530 Little Collins Street Melbourne VIC 3000 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 security holders, 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.