Minrex Resources : 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.

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.

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

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:

2. provide additional working capital to fund the Company's exploration program on its existing projects;

3. due diligence on possible asset acquisitions;

4. working capital; and

5. 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,

   Simon Durack Executive Chairman

6. IMPORTANT NOTES

7. 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.

   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.

   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,