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PROPOSED MERGER OF HIGH VALUE PHOSPHATE OPPORTUNITY March 2015 For personal use only

PROPOSED MERGER OF For personal use only HIGH VALUE PHOSPHATE OPPORTUNITY › asxpdf › 20150318 › pdf › 42xcg4rcmn3xmf.pdf · 2015-03-18 · * Cacata Rock Phosphate Specification

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Page 1: PROPOSED MERGER OF For personal use only HIGH VALUE PHOSPHATE OPPORTUNITY › asxpdf › 20150318 › pdf › 42xcg4rcmn3xmf.pdf · 2015-03-18 · * Cacata Rock Phosphate Specification

PROPOSED MERGER OFHIGH VALUE PHOSPHATE

OPPORTUNITY

March 2015

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Competent Person

The information in this presentation that relates to the Exploration Results and Phosphate Resources, Production Targets and Cost Estimation was extracted from Minbos’s ASX announcement dated 6 June 2012, 16 October 2013 and 5 December 2013 respectively entitled “Cacata Project –Scoping Study Produces Positive Results” “Minbos announces resource upgrade for the Cabinda licenses in Angola” and ”Cabinda Resource Additional Information” and the Minbos Annual Report for the year ended 30 June 2014 and Half Year Report for the period ended 31 December 2014 which are available to view on the Company’s website at www.minbos.com.

The information in the original ASX announcements and the Annual Report and Half Year Report that related to Exploration Results and Phosphate Resources is based on information compiled or reviewed by and approved for release by Ms Kathleen Body, Pr.Sci.Nat, who has over 19 years of experience in mineral exploration and mineral resource estimation. Ms Body is a Principal Consultant and full-time employee of Coffey Mining (South Africa) (Pty) Ltd and contracted to Minbos. She has sufficient experience in relation to the style of mineralisation and type of deposit under consideration to qualify as a Competent Person as defined by the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves" (The JORC Code 2012 Edition). Ms Body has consented to inclusion of this information in the form and context in which it appears.

Minbos confirms that: a) it is not aware of any new information or data that materially affects the information included in the original ASX announcements; 30 June 2014 Annual Report and 31 December 2014 Half Year Report b) all material assumptions and technical parameters underpinning the Phosphate Resource, Production Target and related financial information derived from the Production Target included in the ASX announcements,30 June 2014 Annual Report and 31 December 2014 Half Year Report continue to apply and have not materially changed; and c) the form and context in which the relevant Competent Persons’ findings are presented in this announcement have not been materially modified from the original ASX announcements,30 June 2014 Annual Report and 31 December 2014 Half Year Report.

Disclaimer

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DisclaimerDISCLAIMER

The Company has prepared this document based on information available to it at the time of preparation, from sources believed to be reliable and subject to the qualifications in this document. To the maximum extent permitted by law, the Company and it of affiliates, related bodies corporate (as that term is defined in the Corporations Act) and its respective directors, employees, officers, representatives, agents, partners, consultants and advisers (each a Limited Party and together, the Limited Parties) accept no responsibility or liability for the contents of this document. No representation or warranty, express or implied, is made as to the fairness, accuracy, adequacy, validity, correctness or completeness of the information, opinions and conclusions contained in this document. To the maximum extent permitted by law, none of the Limited Parties accept any responsibility or liability including, without limitation, any liability arising from fault or negligence on the part of any person, for any loss whatsoever arising from the use of this document or its contents or otherwise arising in connection with it.

FORWARD-LOOKING STATEMENTS

This document contains statements, opinions and projections, all preliminary in nature, prepared by the Company on the basis of information developed by itself in relation to its Rock Phosphate projects, Cabinda and Kanzi, respectively, and together Projects. Such information can be described as at the pre-feasibility stage, due to the limited information provided to date, and may be subject to change.

Certain statements, beliefs and opinions contained in this document, particularly those regarding the possible or assumed future performance of the Company and the Projects are or may be forward looking statements. Forward looking statements can be identified by the use of forward looking terminology, including, without limitation, the terms “believes”, “estimates”, “anticipates”, “expects”, “predicts”, “intends”, “plans”, “goals”, “targets”, “potential”, “aims”, “outlook”, “guidance”, “forecasts”, “may”, “will”, “would”, “could” or “should” or, in each case, their negative or other variations or comparable terminology. These forward looking statements include all matters that are not historical facts. By their nature, forward looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future and may be beyond the Company’s ability to control or predict which may cause the actual results or performance of the Company and the Projects to be materially different from the results or performance expressed or implied by such forward-lookingstatements. Forward looking statements are based on assumptions and are not guarantees or predictions of future performance. No representation is made that any of these statements or projections will come to pass or that any forecast result will be achieved, nor as to their accuracy, completeness or correctness. Similarly, no representation is given that the assumptions upon which forward looking statements may be based are reasonable. Forward looking statements speak only as at the date of this document and the Limited Parties disclaim any obligations or undertakings to release any update of, or revisions to, any forward-looking statements in this document.

All dollar values contained in this document are in Australian dollars (A$) and the pro forma financial information is presented as at 18 March 2015 unless otherwise stated.F

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Key Drivers

• Merger to combine Minbos’ resource development expertise and Mitrelli’s in country infrastructure experience.

Merged Management

• Large markets in US and Europe, growth market in Brazil, diminishing high grade deposits in North and South America.

Atlantic Market

Location

• High grade starter pit adjacent to infrastructure will provide 9 years mine life before flotation plant is required.

Low Capex Low Opex

• Phosphate demand is underpinned by population growth and driven by food production efficiencies.

World Growth Sector

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Proposed 100% Ownership Consolidation

Cabinda Licences

Mongo Tando Ltda

Mongo TandoLimited BVI

Petril Projects

Minbos would acquire Petril’s 50% interest in the Cabinda Joint venture in exchange for 50% of the ordinary shares in Minbos.

The merger would combine Minbos’s fund raising capacity and resource development expertise with Petril’s in country infrastructure experience.

100%

50%

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Phosphate Demand Outpaces Population Growth

“Global phosphate consumption is

forecast to grow by 45% by

2030”

“7.5% decrease in a average P2O5

concentrate grade from 1990-2011.”

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High Value Core Projects and Exploration Upside

Global Resource Angola 391.3Mt at 9.2% P2O5 being a mixture of low

grade high tonnage deposits and high grade low tonnage deposits.

Potential High Grade Starter Pit at Cacata High grade starter pit >26% P2O5

Readily beneficiated to >32% Very shallow less than 10m Free digging sediments Access to water, transport and power.

Exploration Upside 40 kilometre Angolan trend containing high grade

Chivovo and Cacata remains largely unexplored. Angolan government currently flying airborne

geophysics.

Divestment Kanzi DRC Discussions with in country partner to find a

suitable development partner to acquire the Minbos interest.

Chivovo6.5mT @ 20.5%

Cacata15.2mT @ 24.5%

Kanzi DRC

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Cacata Studies Completed

• Tailings

• Transport & Shipping

• Markets

• Product Testing

• Drilling

• Geology & Mining

• Testwork

• Processing

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Value Add Opportunities

Technical

High grade starter pit with contract mining and transport

Simplify the flowsheet in the early years

Utilize Existing Ports

Corporate Proposed Merger

Strategic Stakeholders

Commercial Fiscal Terms and Conditions

Offtake Agreements

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Cacata Long Section – Shallow Ore, High Grade

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Simplify

Flowsheet for

Cacata

High Grade

Starter Pit

In Pit

At Port

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Multiple Deepwater Port Options

Caio Port Located in Cabinda 110km by road from Cacata 12.5m depth ideally suited to phosphate vessel size. Available 2017 for bulk commodities

Pointe Noire Located in Republic of Congo 90km by road from

Cacata Established port with capacity to ship early

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Cacata Desktop 2012 Assumptions Potential

Resource M&I 15Mt@24% • 10 year flotation ore• 1-2 years DSO grades• 7 years scrub and screen ore• 6 years of flotation ore

Production 0.8Mtpa• Support up to 1.2Mtpa ROM• 0.8Mtpa beneficiated product

• 0.2-0.8Mtpa DSO startup then• 0.8Mtpa beneficiated product

Capex $US157m

• Owner operator mine• Full flow sheet at start-up• Owner operator trucking• Owner operator barge port

• Contract mine and plant• Staged flow sheet over 10yrs• Contract trucking• Third party deep water port

OpCosts FOB $US57/t • $US26/t beneficiation• Slurried product stream

• Startup DSO potential• Screened product stream

Phosphate Price $US180/t • Market peak $US400 in 2008• Market price $US200 in 2012

• Currently $US115/t• Upside potential• Product premium up to 9%

Cost Structure Potential

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Corporate Tax 25%

Royalty 5%

Customs duties exemption available for defined equipment list

Depreciation up to 33%

Investment Income Tax, dividends 10%, interest 15%

Mining rights can be pledged as credit security

Engagement with the Negotiation Committee for specific fiscal terms for

each Mining Contract.

Indicative Fiscal Conditions

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Advantages of Proposed Merger

Cabinda Licences

Mongo Tando Ltda

Mongo TandoLimited BVI

Petril Projects

100% asset ownership more attractive to market.

Single vehicle to simplify equity and debt funding.

One decision making entity rather than three will speed up the development timeframe.

Present a single face to key stakeholders.

Combines Petril’s in country infrastructure experience and Minbos’s resource development and funding expertise.

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Premium Product confirmed by CRU

P2O5 SiO2 R2O3 MgO F Cl (ppm)

Cd (ppm)

C

Moroccan Benchmark 33% 2.4% 0.6% 0.3% 3.7% 300 17 0.2%

CACATA* 35% 4.0% 2.0% 0.2% <4% <100 9 0.04%

General Target Levels >30% <5% <2% <1% <4% <300 <5 <0.2%

* Cacata Rock Phosphate Specification based on metallurgical testwork product prepared from bulk samples, scrubbed, screened at 2.6mm and deslimed at 106 microns.

“The key conclusion of the analysis is that Cacata phosphate rock is likely to trade at approximately 9% premium to Moroccan benchmark price. … (this assumes no discounting is used to ease in market penetration, no account for freight differentials.)” CRU October 2011

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Africa’s largest oil producer and third largest producer of diamonds. China’s largest oil supplier.

Current projects include $10bn LNG plant led by Chevron and $1.2 billion urea and ammonia plant led by Mitsubishi.

Angola - Growing and Mining Friendly

Fastest growing economy in Africa.

Infrastructure investment.

Favorable foreign investment policy.

Falling oil price to accelerate diversification.F

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Current Management Team

Peter Wall(Chairman)

Partner at Steinepreis Paganin (a Perth based corporate law firm) since July 2005. Has a wide range of experience in all forms of commercial and corporate law, with a particular focus on resources (hard rock and oil/gas), equity capital markets and mergers and acquisitions. He also has significant experience in dealing in Africa.

Damian Black(Director)

Associate Director (Corporate) at CPS Capital Group and has been employed in corporate finance and stockbroking since 2006, having previously worked at Tolhurst Ltd. Mr Black was responsible when CPS acted as Lead Manager to the Minbos Resources IPO in 2010.

Domingoes Cataluchi(Director)

Mining industry professional and a qualified diamond evaluator with over 13 years experience in the exploration and mining industry in Angola. He has various business interests in Angola including hotels, transportation, general trading and mining.

Bill Oliver(Director)

Geologist with over 15 years experience with both majors and juniors. Previously Exploration Director and then Managing Director of Signature Metals – taking a gold project in Ghana from exploration to production. Led large scale resource definition projects for Rio Tinto.

Lindsay Reed(CEO)

Mining Engineer with 30 years experience in exploration, development and operations and corporate finance. Former Managing Director of Aviva Corporation taking a grass roots gold JV with Lonmin in Kenya to divestment for $20M+$10M. Founding director of NGM Resources Ltd and MM Mining Pty Ltd.

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Pro-Forma Capital Structure Millions

Current Shares on Issue 1,189.1

Placement(estimated 15%) 178.3

Sofosa Shares to be Issued 237.8

Merger Shares to be Issued* 1605.2

Pro-Forma Post Merger Shares 3210.4

Diluted Market Capitalisation at 0.5cps $16.1m

Out of money options December 2016 exercisable 1.0cps** 311.7

* The number of shares issued in the merger is not finalised and will be a function of the shares on issue at the time the merger is finalised.**There is a further 1.1 million options at 9.37cps.F

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Appointment of CEO

Convertible Note Conversion/Repayment

Appointment of Key Management

Cabinda License renewal

Angolan Partner Secured

Rationalize Project Ownership Started

Divestment of DRC Interests Started

Bulk Sample and Pilot Studies to confirm starter pit potential

Port Agreements

Offtake Agreements

Further Exploration Drilling

News and Activities

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Australia:245 Churchill AvenueSubiaco WA 6008Australia

Phone: +61 8 6270 4610

Email: [email protected]

Webiste: www.minbos.com

Contact Details

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