MINREX RESOURCES LIMITED — Capital/Financing Update 2020

Proposed issue of securities

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Announcement Summary

Entity name

MINREX RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

Friday July 17, 2020

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

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.

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

Friday July 17, 2020

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 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity Yes

7A.1a Conditions

Comments

Subject to shareholder approval the Company to undertake a placement to directors of a total of 26,666,667 shares at an issue price of 1.2c per share. In addition, as part of remuneration and subject to shareholder approval each director to be issued 5,000,000 Performance Rights expiring 5 years from issue upon Company share price reaching 4c per 5 day VWAP.

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 Yes 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

Maximum Number of +securities proposed to be issued

26,666,667

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Purpose of the issue

In lieu of placing the Shortfall, the Board is proposing subject to shareholder approval to undertake a smaller placement to directors of a total of 26,666,667 shares at an issue price of $0.012 to raise $320,000 (before costs).

Offer price details for retail security holders

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.01200

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Oversubscription & Scale back details

May a scale back be applied to this event? No

Attaching +Security

Is the proposed attaching 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)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

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

+Security Type

Options

Maximum Number of +securities proposed to be issued

6,666,667

Offer price details for retail security holders

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What is the issue price per +security?

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In what currency is the cash consideration being paid?

Oversubscription & Scale back details

May a scale back be applied to this event? No

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security Currency

AUD - Australian Dollar

Exercise Price AUD 0.0400

Expiry date

Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

MRR : ORDINARY FULLY PAID

Please provide any further information relating to the principal terms of the +securities

Free attaching Options will expire 30 months after the date on which the Options are issued. Upon conversion into fully paid ordinary shares, the Options will rank equally in all respects with an existing class of quoted securities.

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)? New class

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

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 ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? No

Will the entity be seeking quotation of the 'new' class of +securities on ASX? No

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ASX +Security Code

New class-code to be confirmed

+Security Description

Performance Rights expiring 5 years from issue, upon Company share price reaching 4c per share

+Security Type

Performance options/rights

Maximum Number of +securities proposed to be issued

15,000,000

Purpose of the issue

Subject to shareholder approval Company to issue each director 5,000,000 Performance Rights expiring 5 years from issue which will convert into shares on a 1 for 1 basis on the 5-day VWAP of the Company¿s shares reaching $0.04

Offer price details for retail security holders

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Oversubscription & Scale back details

May a scale back be applied to this event? No

Performance options/rights details

+Security Currency AUD - Australian Dollar

Exercise Price Expiry date AUD

Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

MRR : ORDINARY FULLY PAID

Please provide any further information relating to the principal terms of the +securities

Upon conversion into fully paid ordinary shares, the Performance Rights will rank equally in all respects with an existing class of quoted securities.

Part 7C - Timetable

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7C.1 Proposed +issue date

Tuesday September 1, 2020

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Monday August 31, 2020

7D.2 Is a party referred to in listing rule 10.11.1 participating in the proposed issue? Yes

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

Part 7F - Further Information

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

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

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