7 January 2016

Non-Renounceable Entitlement Offer - Despatch of Offer Document

IMX Resources Limited (ASX: IXR) ('IMX' or the 'Company') is pleased to advise that the Offer Document in connection with its non-renounceable pro rata entitlement offer ('Entitlement Offer') and the Entitlement and Acceptance Form have been despatched to eligible shareholders today.

A copy of the Offer Document and the Entitlement and Acceptance Form are included in this announcement.

Any enquiries regarding the Entitlement Offer should be directed to the Company Secretary.

STUART McKENZIE

Company Secretary

For further information, please contact:

Stuart McKenzie - Commercial Manager and Company Secretary Tel: +61 8 9388 7877

About IMX Resources Limited

IMX Resources is an Australian minerals exploration company that holds a 5,400 km2 tenement package at the Nachingwea Property in south-east Tanzania. The Nachingwea Property hosts the Chilalo Graphite Project, the Ntaka

Hill Nickel Project and the Kishugu and Naujombo Gold Prospects. IMX's primary focus is on developing the high-grade and coarse flake Chilalo Graphite Project. The Pre-Feasibility Study ('PFS') released on 23 November 2015 outlined a low cost, high margin operation, with attractive project economics and confirmed the potential viability of a small scale open pit mining and conventional flotation processing operation. The PFS is based on a high-grade Indicated and Inferred JORC Mineral Resource of 9.2 Mt grading 10.7% Total Graphitic Carbon ('TGC'), comprised of an Indicated Resource of 5.1 Mt grading 11.9% TGC for 613,800 tonnes of contained graphite and an Inferred Resource of 4.1 Mt grading 9.1% TGC for 370,300 tonnes of contained graphite. Chilalo is located approximately 220 km by road, from the deep water commercial Mtwara Port, the majority of which is a sealed main road. IMX aims to become a respected supplier of high quality graphite.

To find out more, please visit www.imxresources.com.au.

IMX Resources Limited

ACN 009 129 560

ENTITLEMENT OFFER OFFER DOCUMENT

For a non-renounceable pro rata offer of New Shares at an issue price of 0.4 cents each on the basis of 1 New Share for every 3 Shares held by Eligible Shareholders at the Record Date to raise approximately

$1.54 million before costs.

The last date for acceptance and payment in full is 5.00 pm (AWST) 18 January 2016.

THIS IS AN IMPORTANT DOCUMENT. IF YOU DO NOT UNDERSTAND IT, OR ARE IN DOUBT AS TO HOW TO ACT, YOU SHOULD CONSULT YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER

THE NEW SHARES OFFERED BY THIS DOCUMENT SHOULD BE CONSIDERED AS SPECULATIVE

IMPORTANT NOTICES

This Offer Document is issued pursuant to section 708AA of the Corporations Act 2001 (Cth) (Corporations Act) (as modified by ASIC Class Order 08/35) for the offer of New Shares without disclosure to investors under Part 6D.2 of the Corporations Act. This Offer Document was lodged with ASX on 29 December 2015. Neither ASIC or ASX takes any responsibility for the content of this Offer Document.

This Offer Document is not a prospectus and does not contain all of the information that an investor would find in a prospectus or which may be required by an investor in order to make an informed investment decision regarding, or about the rights attaching to, New Shares. Nevertheless, this Offer Document contains important information and requires your immediate attention. It should be read in its entirety. If you are in any doubt as to how to deal with this Offer Document, you should consult your professional adviser as soon as possible.

This Offer Document does not, and is not intended to, constitute an offer or invitation in the United States, or to any person acting for the account or benefit of a person in the United States, or in any other place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No offer is being made to Shareholders with a registered address outside Australia and New Zealand.

The distribution of this Offer Document and the Entitlement and Acceptance Form (including electronic copies) outside Australia and New Zealand may be restricted by law. If you come into possession of these documents, you should observe such restrictions and should seek your own advice about such restrictions. Please refer to Section 1.9.

Information about the Company is publicly available and can be obtained from ASIC and ASX (including its website www.asx.com.au). The contents of any website or ASIC or ASX filing by the Company are not incorporated into this Offer Document and do not constitute part of the Entitlement Offer. This Offer Document is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

No person is authorised to give any information or make any representation in connection with the Entitlement Offer which is not contained in this Offer Document. Any such extraneous information or representation may not be relied upon.

This Offer Document contains forward-looking statements which are identified by words such as 'may', 'could', 'believes', 'estimates', 'targets', 'expects', or 'intends' and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Offer Document, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of our Company, the Directors and our management. We cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Offer Document will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

We have no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Offer Document, except where required by law.

These forward looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 3 of this Offer Document

Applications for New Shares by Eligible Shareholders may only be made on an original Entitlement and Acceptance Form, as sent with this Offer Document. The Entitlement and Acceptance Form sets out the Entitlement of an Eligible Shareholder to participate in the Entitlement Offer. Please read the instructions in this Offer Document and on the accompanying Entitlement and Acceptance Form regarding the acceptance of your Entitlement. By returning an Entitlement and Acceptance Form or lodging an Entitlement and Acceptance Form with your stockbroker or otherwise arranging for payment for your New

Shares through BPAY® in accordance with the instructions on the Entitlement and Acceptance Form, you acknowledge that you have received and read this Offer Document, you have acted in accordance with

the terms of the Entitlement Offer detailed in this Offer Document and you agree to all of the terms and conditions as detailed in this Offer Document.

Please refer to the glossary in Section 5 for terms and abbreviations used in parts of this Offer Document.

Chairman's letter

Dear Shareholder

On behalf of the Board of IMX, I am pleased to invite you to participate in a non-renounceable pro rata Entitlement Offer announced by the Company on 29 December 2015. This Entitlement Offer provides you with the opportunity to increase your investment in the Company.

Eligible Shareholders will have the opportunity under the Entitlement Offer to subscribe for 1 New Share for every 3 Shares held on the Record Date at the issue price of 0.4 cents per New Share. The issue price represents a discount of 43% to the closing price of the Shares last traded on the ASX on

24 December 2015 and a 44% discount on the last 30 day volume-weighted average price of IMX shares to that date.

In November 2015, we completed a Pre-Feasibility Study (PFS) on the Chilalo Graphite Project (Chilalo), the results of which confirmed the emergence of Chilalo as a market-leading graphite project that on all objective measures compares highly favourably with other graphite projects (see ASX announcement of 23 November 2015). The PFS results strongly support the Company's strategy of focusing its efforts on advancing Chilalo as an outstanding near-term development opportunity.

The PFS demonstrates that Chilalo is a low capital and operating cost flake graphite project capable of producing a high quality product with substantial portions of jumbo flake graphite. The high resource grade and proximity to existing infrastructure are the key reasons underpinning Chilalo's cost competitiveness. Whilst there are other graphite projects with similar technical characteristics to Chilalo, there are some intangibles working in IMX's favour in ensuring the project will be successfully developed.

Firstly, we have demonstrated our ability to develop the project quickly, completing a resource, PFS and substantially advancing environmental permitting within 15 months of commencing a desktop geological review into graphite prospectivity. This ability to work fast and smart stands IMX in good stead as it looks to take advantage of the window of opportunity that has opened in the graphite market.

The second intangible particularly important for graphite is the quality of the relationships that the Company has developed in China as a result of the Company's previously operated iron ore mine. China has produced between 60-70% of world graphite production in the last 30-40 years and is currently the largest producer of uncoated spherical graphite (component in lithium-ion battery manufacture) and expandable graphite (the major end use for jumbo flake graphite). The significant investment of time into these relationships and into understanding the Chinese graphite industry has IMX ideally placed to prosper from the shortage of supply of quality coarse flake graphite into China. IMX continues to positively negotiate offtake and project financing with a major Chinese company who has the stated objective of being the dominant graphite player in China.

The interest from strategic investors and end users stems from the quality of the Chilalo product. Not only have independent metallurgical testwork programs demonstrated that Chilalo high-grade mineralisation can produce a coarse flake graphite product, but feedback from end users is that the expandability of Chilalo jumbo flake graphite is world class.

Expandable graphite is one of the fastest growing markets for graphite and has multiple uses, including the production of high-value graphite foils which are used as heat shields in electronic devices, graphite paper used in the manufacturing sector, heat shield gaskets, fire and thermal seals for machinery and electronic parts and in the manufacture of flame retardant and thermally efficient building materials. The market size is currently supply-driven and there is certainly sufficient demand for the volume of graphite produced under the PFS.

Substantial progress has been made with the Chilalo Project during 2015 and the Company has received considerable market feedback that a simplified corporate strategy would provide a greater opportunity for both investors and counterparties to participate and for the significant embedded value of Chilalo to be realised. IMX's multi-commodity asset portfolio, which includes the Chilalo Project, the Ntaka Hill Nickel Project and gold exploration prospects at Kishugu and Naujombo, is seen as overcomplicated and is considered by market participants to be sub-optimal.

As a consequence, as announced to the ASX on 21 December 2015, the IMX Board has committed to a restructure of its Tanzanian asset portfolio to better realise the significant value in both Chilalo and its base and precious metals assets. The proposed restructure will involve the demerger of Chilalo into a