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

Important Notices

This Prospectus is issued by Maximus Resources Limited ("we", "our", "us").

This Replacement Prospectus is dated 14 April 2016. A copy of this Replacement Prospectus was lodged with ASIC and ASX on that date. This Replacement Prospectus replaces the original prospectus dated 13 April 2016. ASIC and ASX take no responsibility for the contents of this Replacement Prospectus. The expiry date of this Replacement Prospectus is 13 months after the Prospectus date. No New Securities will be issued under this Replacement Prospectus after that date. For the purposes of this document, this Replacement Prospectus will be referred to as the Prospectus.

Key Risks

Some of the risks involved with investing in our securities are summarised in Part 4. The key risks are:

• Going concern

  
  

• Future capital requirements

  
  

• Exploration and development

  
  

• Loss of key personnel

Investors should note that detail relating to these key risk factors has not been repeated in the Important Notices.

Quotation of securities

We have applied for official quotation of the New Shares on ASX. Attaching Options will not be quoted on ASX.

Special meanings

Some of the words in this Prospectus have special meanings. Those meanings are set out in Part 5. All financial amounts shown in this Prospectus are in Australian dollars, unless stated otherwise.

Advice

This is an important document. Before deciding to apply for New Securities you should consider whether they are a suitable investment for you. Persons wishing to subscribe for New Securities offered by this Prospectus should carefully read this Prospectus and consult their professional adviser for the purpose of making an informed assessment of the effect of investing in the Company and the rights and liabilities attaching to, and the nature of, the New Securities offered by this Prospectus.

Jurisdiction

This Offer is only being made to members of the public within Australia and New Zealand. The Company has determined that it would be unreasonable to make an offer under this