Announcement PDF KINGSTON RESOURCES LIMITED & its Controlled Entities KINGSTON RESOURCES LIMITED ABN 44 009 148 529 Annual Financial Report For the year ended 30 June 2023 CONTENTS KINGSTON RESOURCES LIMITED & its Controlled Entities Contents Page No. Corporate Directory ...................................................................................................................................... 2 Chairman’s Letter ......................................................................................................................................... 3 Directors’ Report .......................................................................................................................................... 4 Lead Auditor’s Independence Declaration ................................................................................................. 29 Consolidated Statement of Financial Position ............................................................................................ 30 Consolidated Statement of Profit or Loss and Other Comprehensive Income ........................................... 31 Consolidated Statement of Changes in Equity ........................................................................................... 32 Consolidated Statement of Cash Flows ...................................................................................................... 33 Notes to the Financial Statements .............................................................................................................. 34 Directors’ Declaration ................................................................................................................................ 60 Independent Auditor’s Report .................................................................................................................... 61 Corporate Governance Statement .............................................................................................................. 66 Additional Information ............................................................................................................................... 67 CORPORATE DIRECTORY KINGSTON RESOURCES LIMITED & its Controlled Entities Corporate Directory DIRECTORS Mick Wilkes (B Eng (Hons), MBA, GAICD) Non-Executive Chairman Andrew Corbett (B Eng (Mining, Hons), MBA) Managing Director Anthony Wehby (MAICD) Non-Executive Director Stuart Rechner (BSc, LLB, MAIG, MAusIMM, GAICD) Non-Executive Director COMPANY SECRETARY Robyn Slaughter REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS Suite 202 – 201 Miller Street North Sydney NSW 2060 AUSTRALIA Telephone Email Website (02) 8021 7492 info@kingstonresources.com.au www.kingstonresources.com.au AUDITORS Hall Chadwick Chartered Accountants SHARE REGISTRY Automic Group BANKERS Australia & New Zealand Banking Group Limited Macquarie Group Limited Bank of South Pacific SOLICITORS Cowell Clarke Commercial Lawyers Ashurst Australia STOCK EXCHANGE Australian Securities Exchange (ASX) Secondary Listing - Frankfurt Stock Exchange ASX CODE KSN -2- DIRECTORS’ REPORT KINGSTON RESOURCES LIMITED & its Controlled Entities Chairman’s Letter To our valued shareholders and other stakeholders Welcome to the Annual Report for 2023. It has been a successful year for Kingston marked by the first full year of gold production and cash flow. The Mineral Hill operation sold over 16koz of gold at an All in Sustaining Cost of under $1700/oz producing strong operating cash flows of over $15m, underpinning a full year after tax profit for the Company of just under $10m. This is an outstanding result which exceeded our expectations. As evidenced by these results, the strength and quality of the people within the business continues to grow and full credit goes to Andrew Corbet and his team at Mineral Hill. In addition to the successful delivery of operating targets, the Company completed a feasibility study for the reopening of open pit and underground mine at Mineral Hill, including the refurbishment of the crusher, grinding mill and flotation circuits. The study has produced a 5-year mine plan with strong economics, and the Board approved the project in June this year. Work has already progressed significantly, with much of it being done in house, building on our philosophy to self-perform activities as far as is practical to minimise risk and maintain control of the cost outcomes. The projects and maintenance teams at Mineral Hill have moved quickly to finalise contracts for refurbishment of the plant, place orders for long leads items, and complete site preparations. Open pit mining plans for the Pearse deposits have progressed with a short-term mining contract tendered. Plans for reopening the underground at the Southern Ore Zone (SOZ) have also progressed with commencement of dewatering, recruitment of mining personnel and purchase of underground mining equipment. At Misima having completed a high quality DFS and environmental and social assessments, which highlighted its economic viability, we are exploring our strategic options to progress the project to development. Discussions are continuing with interested parties and we will continue to seek value creation for our shareholders from this fantastic gold project. I wish to thank all of you for your support and look forward to continuing to grow the Company for all our stakeholders. Your sincerely Mick Wilkes Non-Executive Chair 14 September 2023 -3- DIRECTORS’ REPORT KINGSTON RESOURCES LIMITED & its Controlled Entities Directors’ Report The Directors present their report together with the financial statements of the Consolidated Entity (or ‘Group’), being Kingston Resources Limited (‘Kingston” or the “Company’) and its subsidiaries, for the financial year ended 30 June 2023 and the independent auditor’s report thereon. PRINCIPAL ACTIVITIES The Company is an Australian-based Company listed on the ASX. The principal activity of the Group during the period was mineral production and exploration. OPERATING RESULTS AND REVIEW OF OPERATIONS FOR THE YEAR Operating Results Kingston reported a statutory after tax profit of $9,787,333 (2022: loss $2,046,430). The increase in the FY23 profit relative to FY22 loss is due to successful operations at Mineral Hill. Review of Operations Kingston had its first full year of production from the Mineral Hill operations and was successful in increasing gold production and cash flow over the term. Other major achievements included:  Gold production of 16,520oz from the Tailings Project at Mineral Hill.  Multiple phases of exploration and geotechnical drilling at deposits within the current mine plan and near mine targets within the mining lease.  Updates on the Mineral Resource Estimates for the Southern Ore Zone and Jack’s Hut.  Mineral Resource and Ore Reserve Updates for the Pearse open pits.  Completion of IP geophysics to the south of Mineral Hill mining leases and subsequent identification of 15 high priority targets.  Successful in receiving NSW Government’s Critical Minerals and High-Tech Metals Activation Fund – Stream 1: Project Activation Studies towards the development of Mineral Hill feasibility study work totaling $500,000 of which $250,000 was received as at reporting date.  Delivery of the LOM update, incorporating open pit and underground mining out to 2027. The growth outlook for the Company is now well underpinned through existing gold production at Mineral Hill, and the work currently underway to establish a plus five-year mine plan beyond the existing tailings processing operation. This complements the longer-term opportunities offered by the Misima Gold Project. -4- DIRECTORS’ REPORT KINGSTON RESOURCES LIMITED & its Controlled Entities Mineral Hill Mine Kingston had a successful year at Mineral Hill in terms of gold production and cash flow performance. Gold sales from the Tailings Project were 16,068oz at an average sales price of A$2,750/oz. Cost management was also a highlight with all-in-sustaining cost (AISC) falling by 39% in FY23 to A$1,686/oz. In comparison to FY22 gold production and sales increased 256% and 245% respectively. Table 1: FY23 production results and performance relative to FY22. FY22 actuals1 FY23 Actuals Y on Y Δ 310,906 627,994 102% Average Feed Grade (g/t) 0.95 1.36 43% Gold Production (oz) 4,639 16,520 256% Gold Sales (oz) 4,656 16,068 245% Silver Sales (oz) 7,514 16,898 125% AISC (A$/oz) 2,753 $1,686 -39% Sales (A$m) $12.3 $44.7 263% Operating Cashflow (A$m) -$0.7 $16.9 2,514% Tonnes Processed (t) 1 Kingston completed the Mineral Hill transaction on 16 January 2022, FY22 actuals are from 16 June 2022 to 30 June 2022 Gold Sold (oz) AISC (A$/oz) Gold Price A$/oz 5,000 4,500 Gold Sales (oz) and AISC (A$/oz) 4,000 3,500 3,000 2,534 2,770 2,629 2,968 2,500 2,000 2,079 1,770 1,500 1,543 1,494 MarQ FY23 Jun Q FY23 1,000 500 SepQ FY23 DecQ FY23 Figure 1: Quarterly gold sales, AISC and average realised gold price -5- DIRECTORS’ REPORT KINGSTON RESOURCES LIMITED & its Controlled Entities Kingston has been completing capital works on Tailings Storage Facility 2 (TSF2) during the year, including an embankment raise (Lift 4) to build storage capacity for open pit and underground ore processing. Mineral Hill is well placed in terms of TSF storage capacity for the LOM. An updated life of mine was released in June 2023, comprising a continuation of the Tailings Project, open pit mining from the Pearse deposits and then recommencing underground mining at the Southern Ore Zone. The current life of mine (LOM) for the project is four years, with high potential for extending the underground resource laterally and at depth. Open Pit and Underground Forecast Table 2 shows the open pit mining forecast and Figure 2 shows the designs for the two pits. Open pit mining at Pearse consists of two pits; Pearse North and Pearse South. Pearse North is a new development while Pearse South is a deepening and cut-back of the existing pit. Figure 2: Pit designs for Pearse North and South. The underground production target utilises the existing development at the Southern Ore Zone and Jack’s Hut to enable the production of separate copper, lead and zinc concentrates. There is already substantial underground development in place at the proposed mining areas, and this reduces the required capital expenditure over the life of mine. The Scoping Study on the LOM was announced on the ASX platform on 29 June 2023. -6- DIRECTORS’ REPORT KINGSTON RESOURCES LIMITED & its Controlled Entities Table 2: Mining & processing physicals for open pit mining. Mining Physicals Oxide Tonnes Sulphide Tonnes Total Ore Tonnes Gold Grade Silver Grade Metal Gold Silver Material Movement Waste Tonnes Total Material Movement Strip Ratio Processing Metallurgical Recovery Recovered Gold Recovered Silver Unit kt kt kt g/t g/t Open Pit 7.8 250 258 3.7 58 koz koz 31 470 kt kt W:O 2,674 2,933 10 % koz koz 65% 20 322 Mining Physicals Mining Development Ore Tonnes Stope Ore Tonnes Grades (Dev & Stope) Gold Silver Copper Lead Zinc Metal Gold Silver Copper Lead Zinc Material Movement Waste Tonnes Ore Tonnes Total Material Movement Lateral Development Capital Development Unit Underground kt kt 112 773 g/t g/t % % % 1.7 18 0.9% 1.6% 1.3% koz koz kt kt kt 47 503 8 14 11 kt kt kt 309 885 1,194 m 1,509 Operating Development Total Lateral Development m m 6,845 8,354 Table 3: Underground mining physicals. -7- DIRECTORS’ REPORT KINGSTON RESOURCES LIMITED & its Controlled Entities Figure 3: Long section at Mineral Hill showing the proposed stopes (blue). Plant Refurbishment and Underground Re-Entry Transitioning to open pit and underground ore feed will require refurbishment of the crushing, grinding and flotation circuits. Refurbishment of these components of the processing plant is already well advanced. Additionally, the company has been pumping water from the underground decline and reinstating the safety and services of the development. Underground diamond drilling will commence in the fourth quarter of this year to infill and extend the underground Mineral Resources and deliver an initial Ore Reserve by June 2024. Exploration and Development Kingston’s main focus on exploration drilling during the financial year was on the Pearse gold-silver deposits, SOZ polymetallic deposits and the Jack’s Hut trend. The primary aim of the drilling was to infill the existing drilling and provide data for updating the Mineral Resources, Ore Reserves and LOM plan. The Pearse North drilling confirmed the high-grade tenor of the mineralisation and the results demonstrated high grade gold and silver starting from surface. Significant results include:  39m @ 4.2g/t Au and 37g/t Ag from 37m from DDH hole 001, including: o 3m @ 26.7g/t Au, 27g/t Ag from 38m  10m @ 6.0g/t Au and 33g/t Ag from 72m from DDH hole 003  3m @ 5.5g/t Au and 55g/t Ag from 55m from DDH hole 004  4.3m @ 2.4g/t Au and 16g/t Ag from 142m from DDH hole 005  12m @ 3.68g/t Au, 9g/t Ag from 14m from DDH002 including: o  17m @ 2.7g/t Au, 11g/t Ag from 15m from RC hole 013 including: o  7m @ 5.69g/t Au, 13g/t Ag from 15m 11m @ 4.0g/t Au, 15g/t Ag from 20m 8m @ 5.6g/t Au, 66g/t Ag from 120m from RC hole 008 including: o 3m @ 14.2g/t Au, 177g/t Ag from 125m -8- DIRECTORS’ REPORT KINGSTON RESOURCES LIMITED & its Controlled Entities Figure 4: Significant gold – silver intercepts at Pearse North relative to USD$1800 Au Ore Reserve pit design. Surface drilling was completed into the upper sections of the SOZ during the year. High grade polymetallic mineralisation was intersected, with extensions being made up-dip from the current mine workings and to the north. Significant intersections include:  19m @ 1.15% Cu, 5.5% Pb, 5.5% Zn, 0.4g/t Au, 44g/t Ag from 150m in DDH006 including: o 10m @ 2.12% Cu, 10.3% Pb, 10.4% Zn, 0.5g/t Au, 81g/t Ag from 150m  39m @ 1.1% Cu, 0.7% Pb, 0.8% Zn, 0.93g/t Au, 12g/t Ag from 161m, in DDH011  9.8m @ 4.22g/t Au, 0.7% Cu, 3.2% Pb, 3.2% Zn, 30g/t Ag from 165.5m in DDH012  8.5m @ 0.4% Cu, 4.2% Pb, 4.2% Zn, 1.23g/t Au, 28g/t Ag from 232m in DDH009  7.0m @ 0.7% Cu, 2.9% Pb, 2.6% Zn, 1.31g/t Au, 26g/t Ag from 154m in DDH008  8.1m @ 0.9% Cu, 8.3% Pb, 3.3% Zn, 0.97g/t Au, 60g/t Ag from 157.9m in DDH007 -9- KINGSTON RESOURCES LIMITED & its Controlled Entities 120m 75m DIRECTORS’ REPORT Figure 5: Plan and section view of Southern Ore zone (MH Mine Grid). Figure 6: Section view of Southern Ore zone on Section 2 - 10 - DIRECTORS’ REPORT KINGSTON RESOURCES LIMITED & its Controlled Entities High grade copper-gold assay results were also returned from the maiden Jack’s Hut drilling program at Mineral Hill. Five drill holes were designed to test the exploration potential within a dilation zone along the Jack’s Hut trend. The program has delivered near surface, high grade copper intercepts, within a 2.2km mineralised trend, and in close proximity to our operating mill. Key results included:  77m @ 0.93% Cu, 0.16g/t Au from 7m in KSNDDH014, including: o 7.4m @ 5.7% Cu, 0.40g/t Au from 16.4m o 9.3m @ 1.3% Cu, 0.39g/t Au from 43.7m  27m @ 1.02% Cu, 0.18g/t Au from 14m in KSNDDH015, including: o 4.2m @ 4.5% Cu, 0.41g/t Au from 21.8m  54.5m @ 0.65% Cu, 0.06g/t Au, from 45m in KSNDDH015, including: o 9.3m @ 2.2% Cu,0.18g/t Au from 63m  10.0m @ 1.56% Cu, 0.76g/t Au, from 37m in KSNRC018, including: o 6m @ 2.20% Cu, 1.22g/t Au from 37m Additional drilling at Pearse North and SOZ commenced in April 2023. The primary purpose of the Pearse North drilling was to collect geotechnical data for open pit wall slope designs. The assay results again confirmed the high-grade nature of the deposit and also added confidence to the existing geological interpretation. The intersections concurred with the 3D wireframes shapes of the mineralisation and were consistent with the grades of previous drill holes. The earlier drilling results from Pearse, SOZ and Jack’s Hut were then incorporated into updated Mineral Resource Estimates (MRE) for all three projects. Additionally, an Ore Reserve Estimate was delivered for the Pearse North and Pearse South deposits. Significantly, the SOZ MRE resulted in a 114% increase in total tonnage and increases of 54% and 64% in contained gold and copper respectively. The MREs for SOZ and Jack’s Hut are shown in Table 4 and Table 5. Table 4: Southern Ore Zone (SOZ) Mineral Resource Estimation for November 2022. Grade Metal Tonnage Resource Category (Kt) Au (g/t) Ag (g/t) Cu % Pb % Zn % Au (koz) Ag (koz) Cu (kt) Pb (kt) Zn (kt) Measured 228 2.11 10.9 1.3% 0.5% 0.3% 15.5 80 3,000 1,200 700 Indicated 1,622 1.28 19.9 1.0% 1.8% 1.5% 66.8 1,038 16,200 28,500 24,200 Inferred 1,954 1.20 20.0 0.7% 1.6% 1.5% 75.4 1,256 14,500 30,500 28,900 Total 3,804 1.29 19.2 0.9% 1.6% 1.4% 157.6 2,349 33,600 60,200 53,800 * Due to rounding to appropriate significant figures, minor discrepancies may occur, tonnages are dry metric tonnes. Table 5: Jack’s Hut Mineral Resource Estimate for March 2023. Class Indicated Inferred Total Mass Au g/t (kt) 608 1.53 1,032 1.09 1,640 1.25 Ag g/t Grade Cu % Pb % Zn % 7 28 20 1.3% 0.7% 0.9% 0.5% 1.0% 0.8% 0.4% 0.8% 0.6% Au koz 30 36 66 Ag koz 134 917 1,051 Metal Cu kt Pb kt Zn kt 7.8 7.2 15.0 3.0 10.8 13.8 2.3 7.8 10.1 * Due to rounding to appropriate significant figures, minor discrepancies may occur, tonnages are dry metric tonnes. - 11 - DIRECTORS’ REPORT KINGSTON RESOURCES LIMITED & its Controlled Entities Kingston undertook a new Induced Polarisation (IP) survey during the year to expand coverage to the southeastern edge of EL1999. This data has enhanced the evidence already provided by gravity geophysics in this region. The existing mineral deposits at Mineral Hill lie at the intersection of IP chargeability highs and gravity gradients (i.e. zones of transition from gravity highs to gravity lows). Extending this knowledge to the south of Mineral Hill has helped to identify 15 additional priority targets (see Figure 7) and drilling of these has already commenced, with results pending. Figure 7: Recently generated geophysical targets in the vicinity of the mining licences. Misima Gold Project Kingston undertook a strategic review of Misima with a view of to maximising value from the project. The company has been actively engaged in discussions with numerous groups to find ways to bring the project into production. Work on site consisted of background environmental monitoring as part of the Environmental and Social Impact Assessment (ESIA) as well as work to progress the Mining Licence application. - 12 - DIRECTORS’ REPORT KINGSTON RESOURCES LIMITED & its Controlled Entities MINERAL RESOURCES TABLE Mineral Hill (NSW, Australia) Table 6: Mineral Hill Mineral Resource summary, prepared by Mr S. Hayward of Kingston Resources Ltd. Rounding errors may occur. Resource Category Tonnes Au Ag Cu Pb Zn Au Ag Cu Pb Zn kt g/t g/t % % % koz koz kt kt kt Measured Indicated Inferred Total 228 5,582 3,091 8,901 2.11 1.06 1.17 1.13 11 28 23 26 1.3% 1.2% 0.7% 1.0% 0.5% 1.7% 1.4% 1.6% 0.3% 1.1% 1.2% 1.1% 15 191 116 323 80 4,244 2,242 6,566 3 47 22 72 1.2 70 42 113 0.7 42 38 81 Table 7: Mineral Hill Mineral Reserve summary, prepared by Mr J. Wyche of Australian Mine Design and Development Pty Ltd. Rounding errors may occur. Reserve Proved Probable Total Tonnes Au Ag Cu Pb Zn Au Ag Cu Pb Zn kt g/t g/t % % % koz koz kt kt kt 1,431 1,431 1.55 1.55 57 57 71 71 470 470 Misima Gold Project (PNG) Table 8: Misima Gold Project Mineral Resource summary, prepared by Mr S. Hayward of Kingston Resources Ltd. Rounding errors may occur. Deposit Umuna Total Resource Umuna TOTAL Cooktown Stockpile Cooktown Stockpile Ewatinona Total Resource Ewatinona TOTAL Misima Misima TOTAL Classificati on Indicated Inferred Cutoff g/t Au 0.3 0.3 Inferred 0.5 Indicated Inferred 0.3 0.3 Indicated Inferred Tonnes Mt 93.5 64.1 157.6 3.8 3.8 4.2 3.4 7.6 97.7 71.3 169 Gold g/t Au 0.78 0.58 0.70 0.65 0.65 0.88 0.74 0.81 0.79 0.59 0.71 Silver g/t Ag 4.3 3.8 4.1 7.0 7.0 2.6 3.2 2.8 4.3 3.8 4.1 Au Moz Ag Moz 2.4 1.2 3.6 0.1 0.1 0.12 0.08 0.2 2.5 1.4 3.8 13.1 7.5 20.5 0.9 0.9 0.3 0.3 0.7 13.4 8.7 22.1 Table 9: Misima Gold Project Ore Reserve summary, prepared by Mr J. Wyche of Australian Mine Design and Development Pty Ltd. Rounding errors may occur. Ewatinona Probable Ewatinona Total Umuna Probable Umuna Total Probable Misima Total Reserve Tonnes Mt Gold Au g/t Silver Ag g/t Au koz Ag koz 3.9 3.9 0.8 0.8 2.4 2.4 100 100 300 300 71.7 71.7 75.6 75.6 0.8 0.8 0.8 0.8 4.6 4.6 4.5 4.5 1,800 1,800 1,900 1,900 10,600 10,600 10,900 10,900 - 13 - DIRECTORS’ REPORT KINGSTON RESOURCES LIMITED & its Controlled Entities COMPETENT PERSON’S STATEMENT The information in this report that relates to Exploration Results and Mineral Resources is based on information compiled by Mr. Stuart Hayward BAppSc (Geology) MAIG, a Competent Person who is a member of the Australian Institute of Geoscientists. Mr. Hayward is an employee of the Company. Mr. Hayward has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr. Hayward consents to the inclusion in this report of the matters based upon the information in the form and context in which it appears. The Competent Person signing off on the overall Ore Reserves Estimate is Mr John Wyche BE (Min Hon), of Australian Mine Design and Development Pty Ltd, who is a Fellow of the Australasian Institute of Mining and Metallurgy and who has sufficient relevant experience in operations and consulting for open pit metalliferous mines. Mr Wyche consents to the inclusion in this report of the matters based upon the information in the form and context in which it appears. Kingston publicly reports Exploration Results and Mineral Resource estimates in accordance with the ASX Listing Rules and the requirements and guidelines of the 2012 edition of the Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves – the JORC Code. Kingston’s governance for public reporting of Exploration Results and Mineral Resource estimates includes important assurance measures. All reports are signed-off by appropriate JORC Competent Persons with JORC Code Table 1 Checklists as required. Exploration Results and Mineral Resource estimates are also peer reviewed (either by Kingston technical staff or suitably qualified external consultants) before Board approval and ASX release. FINANCIAL POSITION At the end of the financial year, the Consolidated Entity had net assets of $76,454,900 (2022: $61,130,177) and held $18,206,767 in cash (2022: $5,589,673). On 7 July 2022, the Company secured a two tranche $10m debt facility with PURE asset management. Tranche 1 of $5 million was drawn immediately as a 4-year secured loan facility at an interest rate of 9.90% per annum with 25,000,000 detached warrant shares at an exercise price of $0.20. An establishment fee of $150,000 was recognised as a reduction in proceeds. On 29 June 2023, Tranche 2 of $5million was drawn as a 4-year secured loan facility at an interest rate of 9.90% per annum with 35,714,286 detached warrant shares at an exercise price of $0.14. An establishment fee of $150,000 was recognised as a reduction in proceeds. On 27 June 2023, the Company announced its intention to undertake a two Tranche Share Placement offer raising a total of $5,500,000. On 30 June 2023, advanced placement monies totalling $4,500,000 were received as Tranche 1 of the Placement offer. On 3 July 2023, 52,941,176 Tranche 1 Placement shares were issued at $0.085.On 17 August 2023, Tranche 1 of the Placement offer was completed upon issuing 26,245,576 unlisted attaching options expiring on 31 July 2025 with an exercise price of $0.14 on the basis of one option for every two Placement Share. - 14 - DIRECTORS’ REPORT KINGSTON RESOURCES LIMITED & its Controlled Entities SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS Other than reported above in the Review of Results and Operations, there were no significant changes in the state of affairs of the Company during the reporting period. MATTERS SUBSEQUENT TO THE END OF FINANCIAL YEAR On 31 July 2023, the 4,561,810 LTI performance Options were converted to shares raising $45,618.10 and 2,707,994 unvested LTI performance options expired. On 14 August 2023 Shareholders approved the grant of up to $300,000 MH Project Goal Performance Options to Andrew Corbett. On 17 August 2023, Tranche 1 of the Placement offer was completed upon issuing 26,245,576 unlisted attaching options expiring on 31 July 2025 with an exercise price of $0.14 on the basis of one option for every two Placement Share. Also on 17 August 2023: - the Company issued 11,764,705 shares at $0.085 to Quintana Holdings LLP under Tranche 2 of the Placement offer. These proceeds reduce the final deferred consideration payable to Quintana Holdings LLP upon producing 30,000ozs since the acquisition of Mineral Hill. In addition 5,882,352 unlisted attaching options expiring on 31 July 2025 with an exercise price of $0.14 were issued on the basis of one option for every two Placement Share. - the Company issued 11,764,664 shares at $0.085 under a fully underwritten Share Purchase Plan raising $1,000,000 (before costs). In addition, a total of 5,882,332 unlisted options expiring on 31 July 2025 with an exercise price of $0.14 was issued on the basis of one option for every two SPP Share. - 742,826 STI performance rights vested and were converted to shares, and 6,043,019 STI performance rights lapsed. - 326,233 service fee options were converted to shares for nil consideration. - 206,764 shares were issued for nil consideration to an employee as part of their employment contract. Other than the above, there has been no other matter or circumstance which has arisen since 30 June 2023 that has significantly affected or may significantly affect: a) Kingston Resources Limited’s operations in future financial years; or b) the results of those operations in future financial years; or c) Kingston Resources Limited’s state of affairs in future financial years. DIVIDENDS OR DISTRIBUTIONS No dividends were paid during the financial year and the directors do not recommend the payment of a dividend. - 15 - DIRECTORS’ REPORT KINGSTON RESOURCES LIMITED & its Controlled Entities FUTURE DEVELOPMENTS AND EXPECTED RESULTS The Group will continue its operating activities and evaluation of its mineral projects and undertake generative work to identify and potentially acquire new resource projects. Due to the nature of the business, the result is not predictable. ENVIRONMENTAL REGULATIONS The mineral tenements granted to the Company pursuant to New South Wales Mining Act 1992 and the Papua New Guinea Mining Act 1992, are granted subject to various conditions which include standard environmental requirements. The Company adheres to these conditions and the directors are not aware of any non-compliance with environmental laws. INFORMATION ON THE DIRECTORS The Directors of the Company at any time during or since the end of the financial year are:  Mick Wilkes – Chair (Independent Non-Executive)  Andrew Corbett – Director (Managing)  Anthony Wehby – Director (Independent Non-Executive)  Stuart Rechner - Director (Independent Non-Executive) Directors have been in office since the start of the financial year to the date of this report unless otherwise stated. Mick Wilkes, Non-Executive Chair (B Eng (Hons), MBA, GAICD) Term of Office Appointed Non-Executive Chair of Kingston Resources Limited from 1 December 2020; previously Non-Executive Director of Kingston Resources Limited from 6 July 2018 to 1 December 2020. Skills and Experience: Mr Wilkes is a mining engineer with over 35 years of broad international experience with a strong emphasis on operations management and new mine development, predominantly in precious and base metals across Asia and Australia. He was the President and CEO of OceanaGold Corporation (ASX:OCG) from 2011 to 2020. In previous roles he was the Executive General Manager of Operations at OZ Minerals responsible for the development of the Prominent Hill copper/gold project in South Australia and General Manager of the Sepon gold/copper project for Oxiana based in Laos. His earlier experience included 10 years in various project development roles in Papua New Guinea. Mr Wilkes was appointed as a Non-Executive Director of Genesis Minerals Ltd in September 2022. In April 2022 Mr Wilkes was appointed Non-Executive Chair of Andromeda Metals Ltd (ASX:ADN). Mr Wilkes and was previously Non-Executive Director of Dacian Gold Ltd (ASX:DCN) from September 2021 then Non-Executive Chair from March 2022 to July 2022. He was also a Non-Executive Director of Matador Mining Ltd (ASX:MZZ) from July 2020 to May 2022. - 16 - DIRECTORS’ REPORT KINGSTON RESOURCES LIMITED & its Controlled Entities Mr Wilkes holds a Bachelor of Engineering from the University of Queensland, a Master of Business Administration from Deakin University, and is a member of both the Australian Institute of Mining and Metallurgy, and the Australian Institute of Company Directors. Andrew Corbett, Managing Director (B Eng (Mining, Hons), MBA) Term of Office: Managing Director of Kingston Resources Limited since 4 July 2016. Skills and Experience: Mr Corbett is Managing Director and CEO of the Company. Mr Corbett is a highly experienced mining engineer, having operated in the mining