Australian Securities Exchange Announcement

21 April 2016

ASX Market Announcements Australian Securities Exchange 20 Bridge Street

SYDNEY NSW 2000

Prospectus and Entitlement & Acceptance Form

Please find attached the Prospectus and sample Entitlement & Acceptance Form in relation to the non-renounceable rights issue for Maximus Resources Limited (ASX: MXR) announced on 13 April 2016.

The Prospectus and personalised Entitlement & Acceptance Form have been posted to eligible shareholders today.

Yours faithfully

Rajita Alwis Company Secretary

MAXIMUS RESOURCES LIMITED

ABN 74 111 977 354

Entitlement Issue Replacement Prospectus1

This Prospectus relates to a Non-Renounceable Entitlement Issue to Shareholders to subscribe for 2 (two) Shares (New Shares) for every 5 (five) existing Shares held. Persons issued New Shares will receive one free Attaching Option for every New Share issued.

The New Shares are offered at a price of $0.003 (0.3 of a cent) each to raise approximately

$1,613,289 (before expenses). The Attaching Options are exercisable at $0.006 (0.6 of a cent) on or before 31 May 2017.

This document is important and requires your immediate attention. You should read all of it. Ask your stockbroker or other professional adviser for advice if you are not sure what to do.

1 This replacement prospectus has been issued to provide disclosure in relation to the revised issue price of the placement to sophisticated investors on 13 April 2016 resulting in an additional

$56,000 being raised by the Company. Refer to page 10 of this replacement prospectus for additional information.

Corporate directory

Directors

Mr Robert Kennedy (Non-Executive Chairman) Mr Kevin Malaxos (Managing Director)

Ms Leigh McClusky (Non-Executive Director) Mr Ewan Vickery (Non-Executive Director) Mr Nicholas Smart (Alternate Director)

Company Secretary

Ms Rajita Alwis

Registered office

Level 3, 100 Pirie Street

ADELAIDE SA 5000

Principal Place of Business

Level 3, 100 Pirie Street

ADELAIDE SA 5000

Phone: (08) 7324 3172

Website

www.maximusresources.com

Share Registry

Computershare Investor Services Pty Ltd Level 5, 115 Grenfell Street

Adelaide SA 5000

Stock Exchange Listing Australian Securities Exchange ASX Code: MXR

Chairman's Letter

Dear Shareholder,

On behalf of the Directors of Maximus Resources Limited (Company), I am pleased to invite you to participate in a pro-rata non-renounceable rights issue on the basis of two (2) New Shares for every five (5) existing Shares held by Shareholders on the Record Date at an issue price of $0.003 per New Share to raise approximately $1,613,289 before costs. Persons issued New Shares will receive one free Attaching Option for every New Share issued.

The Company intends to apply the funds raised from the Offer as set out in Part 1 of this Prospectus.

The Offer provides Eligible Shareholders with the opportunity to increase their investment in the Company at an attractive price and demonstrate their commitment to the next phase of evaluation and development of the Company's projects primarily located at Spargoville and Narndee in Western Australia.

Eligible Shareholders may also apply for New Shares in excess of their Entitlement at the same price of $0.003 per New Share under the Shortfall Offer. This is an opportunity for Eligible Shareholders to apply for additional New Shares in order to top up their holdings at the issue price which represents a 57% discount to the closing price on 12 April 2016.

You are encouraged to read this Prospectus and the accompanying Entitlement and Acceptance Form fully. If you have any queries in relation to the Offer, you should consult your stockbroker or other professional advisor.

The Prospectus contains important information about the Offer, including:

1. details of the Offer, including key dates;

2. actions required by Shareholders; and

3. risk factors associated with the Offer.

Should you elect to participate in the Offer, you must complete the personalised Entitlement and Acceptance Form in accordance with the instructions provided.

Shareholders who have any queries about the Offer can contact the Company at any time from 9.00am to 5.00pm (Adelaide time) during the Offer period.

As an endorsement of our commitment to the Company, the Directors intend to participate in this Offer.

Yours faithfully,

Robert Kennedy Chairman