Announcement PDF ASX/Media Announcement 22 November 2021 Dispatch of Share Purchase Plan Offer Document Kingston Resources Limited (Kingston or the Company) (ASX:KSN) is pleased to announce that it has dispatched its Share Purchase Plan (SPP) offer documentation to all eligible shareholders today in accordance with the details of the SPP offer announced to the ASX on 18 November 2021. A copy of the Share Purchase Plan offer document setting out the terms and conditions of the offer and a sample Application Form are attached to this announcement. Indicative SPP Timetable* Event Record Date Opening Date Closing Date Announcement of SPP results Issue of New Shares (“Issue Date”) Quotation of Shares on ASX Date 17 November 2021 22 November 2021 16 December 2021 20 December 2021 23 December 2021 23 December 2021 *The timetable above is indicative only and may be subject to change. The commencement of trading of new shares is subject to confirmation from the ASX This release has been authorised by the Kingston Resources Limited Board. For all enquiries, please contact Managing Director, Andrew Corbett, on +61 2 8021 7492. ASX: KSN Shares on Issue: 286M Market Cap: A$57M Cash: A$7.5M (30 Sept 2021) 201/110 Pacific Hwy, North Sydney, NSW 2060 +61 2 8021 7492 info@kingstonresources.com.au www.kingstonresources.com.au @KSNResources KINGSTON RESOURCES LIMITED ACN 009 148 529 SHARE PURCHASE PLAN OFFER Eligible Shareholders may each purchase a parcel of shares at $0.20 (20 cents) per share up to a maximum value of $30,000 (150,000 shares) Closing Date: 5:00pm (AEDT) 16 December 2021 (unless closed earlier) To Accept This Offer – You Should Make a BPAY® payment in accordance with details on the Application Form OR Make a payment via Electronic Funds Transfer in accordance with the details on the Application Form THIS IS AN IMPORTANT DOCUMENT AND SHOULD BE READ IN ITS ENTIRETY. It is important that you read this document carefully before deciding to participate in Share Purchase Plan as described in this Offer document. If you do not understand its contents you should consult your professional adviser. This Offer is on a ‘first come, first accepted’ basis. THE OFFER AT A GLANCE KEY DATES* Event Date Record Date 17 November 2021 Opening Date 22 November 2021 Closing Date 16 December 2021 Announcement of SPP results 20 December 2021 Issue of New Shares (“Issue Date”) 23 December 2021 Quotation of Shares on ASX 23 December 2021 Despatch of Holding Statements 24 December 2021 *Kingston Resources Limited has the discretion to alter Key Dates above without notice. OFFER DETAILS Item Detail Issue Price $0.20 (20 cents) per share which represents: • a 16.7% discount to the last closing price on the ASX of the Company’s shares prior to the Record Date • a 13.8% discount to the 5-day volume weighted average price of the Company’s shares on the ASX up to 15 November 2021 Minimum Application Amount The minimum application amount is $2,000 (10,000 shares). Maximum Application Amount The maximum application amount is $30,000 (150,000 shares). Permitted Application Amounts Each eligible shareholder is entitled to purchase a parcel of shares valued at any of: • $2,000 (10,000 shares); • $5,000 (25,000 shares); • $10,000 (50,000 shares); • $15,000 (75,000 shares); • $20,000 (100,000 shares); • $25,000 (125,000 shares); or • $30,000 (150,000 shares). 1. SHARE PURCHASE PLAN The Share Purchase Plan (“SPP”) is an opportunity for eligible shareholders of Kingston Resources Limited ACN 009 148 529 (“Company”) to purchase additional fully paid ordinary shares in the Company without brokerage, commission or transaction costs being payable in respect of the application for, and issue of, new shares. All new shares issued under the SPP will rank equally with existing fully paid ordinary shares of the Company and will carry the same voting rights and other entitlements. The Company intends the new shares issued under the SPP will be listed on the ASX together with the present shares. The market price of the Company’s securities may rise or fall between the date of this offer and when any new shares are issued. Any movement will not affect the price or number of the new shares offered to each eligible shareholder under the SPP. Each eligible shareholder should seek independent advice from their financial or other professional advisors before applying for new shares under the SPP. This offer document and the Application Form set out the terms and conditions of the offer under the SPP. By applying for new shares, you agree to be bound by the Constitution of the Company and the terms and conditions of the SPP specified in the Application Form and as herein set out. 2. NUMBER OF SHARES TO BE ISSUED AND PRICE The Company intends to issue up to 20,000,000 new shares under the SPP at a price of $0.20 (20 cents) per share (“Offer Price”) to raise approximately $4 million. The Company may scaleback the Offer or accept oversubscriptions at its discretion. The Offer Price represents an 13.8% discount to the volume-weighted average price of the Company’s shares traded on the ASX over the 5 business days up to, and including 15 November 2021, which was the last day of trading shares on ASX prior to the Company’s announcement of the SPP on 18 November 2021. There are presently 286,154,557 fully paid ordinary shares on issue and they are listed on the ASX under the tag “KSN”. It should be noted that the number of shares on issue is prior to the completion of the placement of 70,000,000 shares announced to the market on 18 November 2021 ("Placement"). The Company also has 15,075,138 unlisted options presently on issue. As announced on 18 November 2021, Kingston has entered into a share purchase agreement to acquire 100% of the shares in Mineral Hill Pty Ltd ACN 626 082 255, the owner of the Mineral Hill Gold Mine near Condobolin, NSW, from Quintana MH Holding Co. LLC. The funds raised in the Placement will be used, in part, as payment of the consideration under that transaction. The successful completion of the Placement is a condition to completion under the share purchase agreement. The Placement is being conducted entirely within the placement capacity of Kingston. Resolutions to ratify the issue of shares under the Placement, and the issue of consideration shares under the transaction will also be put to shareholders at the AGM. The Placement shares will be issued to institutional investors identified by Canaccord as brokers to the Placement. Applications will be dealt with on a ‘first come, first accepted’ basis and will not be able to be withdrawn or revoked once made. Important note: Eligible shareholders should note that there is a risk that the market place of shares may change between the Opening Date and the Issue Date. This means it is possible that, between the time you make an Application and the Issue Date, you may be able to buy shares at a lower price than the Offer Price. Funds raised under the SPP will be used to: • fund the cash consideration component, environmental bond requirement, and certain transaction costs of Kingston's acquisition of Mineral Hill Pty Ltd, as announced to the ASX on 18 November 2021; • • • 3. fund the exploration and development program planned for the Mineral Hill Mine; advance mining studies, approvals work programs and exploration at Misima; general working capital. ELIGIBILITY AND APPLICATION Participation in the SPP is entirely voluntary. The offer is open to all shareholders registered as holders of the fully paid ordinary shares of the Company as at 7.00pm (AEDT) on 17 November 2021 and whose address on the Company’s share register is in Australia or New Zealand. Certain shareholders who reside in Germany may also be eligible to participate in the offer, see paragraph 8 for the eligibility criteria. Australian and New Zealand shareholders, together with any eligible German shareholders, are each an “eligible shareholder” and may participate in this offer. The Company has determined that it is not practical for shareholders with registered addresses in other jurisdictions to participate in the SPP. Regardless of the number of shares held already, each eligible shareholder is entitled to apply for a permitted tranche of new shares in the Company pursuant to the SPP and as specified on the Application Form to a maximum of $30,000 (150,000 shares). The law prescribes the shareholder may only subscribe for up to a maximum of $30,000 worth of shares, even if the shareholder receives more than one offer under the SPP – for example, as a consequence of having more than one shareholding under separate share accounts. A joint holding is considered to be a single registered holding for the purposes of the SPP and is entitled to subscribe for up to a maximum of $30,000 worth of shares in those registered names even if an eligible shareholder separately receives an offer. An eligible shareholder who holds shares as custodian (as defined by ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547) may on behalf of more than one beneficiary be eligible to apply for a maximum of $30,000 worth of shares for each beneficiary, subject to satisfying certain requirements (see paragraph 7 below). Custodians wishing to apply for new shares on behalf of more than one beneficiary should contact the share registry and request a custodian certificate and schedule. The Company reserves the absolute right, without showing cause, to reject any application where it considers the maximum application limit or any other term of the SPP has not been fully complied with. The offer is non-renounceable and so cannot be transferred to a third-party to participate in the SPP. Only eligible shareholders may accept an offer under the SPP. The Application Form has pre-printed details including name as recorded on the register. The name of the registered shareholder on the Application Form cannot be changed. 4. CLOSING DATE AND ISSUE DATE The SPP is anticipated to close at 5.00pm (AEDT) on 16 December 2021, although the Company reserves the absolute right, without showing cause, to change the Closing Date of the SPP. No late applications will be accepted. As the SPP is on a ‘first come first accepted’ basis, the Closing Date may well be earlier than specified and particularly so if applications have been received for the maximum number of new shares able to be issued under the ASX Listing Rules. The Issue Date is anticipated to be 23 December 2021, although the Company reserves the absolute right, without showing cause, to change the Issue Date of the SPP. A holding statement on confirmation of issue setting out the number of new shares allocated in respect each application will be sent shortly thereafter, and the Company will then promptly apply for them to be quoted on the official list of the ASX. 5. OFFER OVERSUBSCRIBED, MODIFIED, SUSPENDED OR CANCELLED Although the SPP is offered on a ‘first come first accepted’ basis, if applications so received for new shares under the SPP exceed the number proposed to be issued under the SPP, the Company reserves the right to scale-back any application as it, in its absolute discretion without showing cause, sees fit. The Company may also accept oversubscriptions at its discretion, subject to compliance with the ASX Listing Rules. The Company reserves the right at its absolute discretion, without showing cause, to cancel or suspend or modify the SPP at any time. If the SPP is cancelled, all application monies received will be returned without interest or handling charges. To the maximum extent permitted by law, the Company is not liable for loss, cost or expense arising out of any exercise of its discretion under the SPP or these terms and conditions. 6. MAKING APPLICATION Applications for new shares by eligible shareholders must be made in accordance with the Application Form and payment made by BPAY® or by Electronic Funds Transfer (EFT) with payment in Australian dollars in accordance with the instructions on the Application Form. To participate, you can either: 1. Apply by BPAY: You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. To BPAY® this payment via internet or telephone banking use your reference number quoted on the front of this form. Multiple acceptances must be paid separately. OR 2. Apply by EFT: You can make a payment via Electronic Funds Transfer “EFT”. Multiple acceptances must be paid separately. Applicants should be aware of their financial institution’s cut-off time and any associated fees with processing a funds transfer. Please ensure you use your unique reference located on the reverse page. This will ensure your payment is processed correctly to your application electronically. If you make a payment by BPAY or EFT and the Company receives an amount which is not equal to either A$30,000, A$25,000, A$20,000, A$15,000, A$10,000, A$5,000, or A$2,000 the Company may accept the payment at their discretion. Your payment must be for a minimum of A$2,000. Payment must be received by the Share Registry by 5:00pm (AEDT) on 16 December 2021. By making application by submitting payment through BPAY® or Electronic Funds Transfer you acknowledge you are an eligible shareholder and that you: • Irrevocably accept the SPP offer and acknowledge having read and understood the terms and conditions of the SPP and the details of the Application Form • Apply to subscribe for new fully paid ordinary shares in the capital of the Company in accordance with the terms and conditions of the SPP and the details of the Application Form and agree to be bound by the Constitution of the Company • Certify to the Company that the aggregate application amount for new shares in the Company for the following does not exceed $30,000: • the new shares applied for under the SPP; • any other shares issued to you under a share purchase plan or similar arrangement undertaken by the Company in the 12 months prior to your application under the SPP; • any other new shares that you have instructed a custodian to acquire on your behalf • 7. under the SPP; and any other shares issued to a custodian in the 12 months prior to your application as a result of any instruction given to you to the custodian to apply for shares in the Company on your behalf under a share purchase plan or similar arrangement undertaken by the Company. OTHER TERMS AND CONDITIONS An eligible shareholder may participate in the SPP except where: • The registered holding of shares is held on behalf of another person who resides outside Australia or New Zealand or, in certain circumstances, Germany (see Section 8 below). • Acting for the account or benefit of a “U.S. person” as defined in Regulation S under the Securities Act 1933 of the United States of America. A custodian wishing to apply for new shares under the SPP on behalf of one or more beneficiaries agrees to contact the share registry for information on how it may do so, including but not limited to providing a custodian certificate and schedule to the Company as required by ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 as amended in compilation. Every applicant for new shares under the SPP acknowledges they are lawfully permitted to accept the offer to acquire new shares under the SPP in accordance with the laws applicable in Australia and any other applicable laws in the jurisdiction in which they and/or the beneficial owner of the registered holding is situated. Further it is acknowledged that the SPP, these terms and conditions and the details on the Application Form are irrevocably and unconditionally agreed and are governed by the laws in force in the State of New South Wales, Australia and submission is made to the courts thereof and in appeal therefrom. The Company (and its officers and agents) are authorised to correct any error or omission in any Application Form and complete any Application Form by the insertion of missing details, while it is acknowledged the Company may at any time determine whether any Application Form is valid notwithstanding if the Application Form is incomplete, contains errors or is otherwise defective. The Company reserves the right in its absolute discretion, without showing cause, to reject any application for new shares under the SPP that it believes fails to comply with all the terms and conditions of this offer document including the Application Form. The Company may make determinations in any manner it thinks fit, in relation to any issues, difficulties, anomalies or disputes that may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any participant or application. Any determination by the Company will be conclusive and binding on all eligible shareholders and any other persons to whom the determination relates. The Company further reserves the right in its absolute discretion, without showing cause, to waive strict compliance with any part of the terms and conditions of the SPP, to amend or vary those terms and conditions and to suspend, terminate or cancel the SPP at any time. Any such amendment, variation, suspension, termination or cancellation will be binding on all eligible shareholders even where the Company does not notify one or more eligible shareholders of that event or the details thereof. It is acknowledged that neither the Company nor the share registry has provided investment advice or financial product advice, and neither has any obligation to do so, and that the decision to apply for new shares and the application is made solely by the eligible shareholder who accepts any risk associated with any refund that may be dispatched to the address shown on the Company’s share register. 8. OVERSEAS SHAREHOLDERS This offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would be unlawful to make such an offer or to issue this offer booklet. In particular, this document may not be distributed to any person and the new shares may not be offered or sold, in any country outside Australia and New Zealand except as permitted below. Germany This offer document has been prepared on the basis that all offers of shares will be made pursuant to an exemption under the Directive 2003/71/EC (“Prospectus Directive”), as amended and implemented in Germany, from the requirements to publish a prospectus for offers of securities. As offer to the public of new shares has not been made, and may not be made, in Germany expect pursuant to one of the following exemptions under the Prospectus Directive as implemented in Germany: 9. • to any legal entity that is authorised or regulated to operate in the financial markets and whose main business is to invest in financial instruments unless such entity has requested to be treated as a non-professional client in accordance with the EU Markets in Financial Instrument Directive (Directive 2014/65/EC, MiFID II) and the MiFID II Delegated Regulation (EU) 2017/565; • to any legal entity that satisfies the following three criteria: (i) balance sheet total of at least €20,000,000; (ii) annual net turnover of at least €40,000,000 and (iii) own funds of at least €2,000,000 (as shown on its last annual consolidated or unconsolidated financial statements) unless such entity has requested to be treated as a non-professional client in accordance with MiFID II and the MiFID II Delegated Regulation (EU) 2017/565; • to any person or entity who has requested to be treated as a professional client in accordance with the MiFID II; • to any person or entity who is recognised as an eligible counterparty in accordance with Article 30 of the MiFID II unless such entity has requested to be treated as a non-professional client in accordance with the MiFID II Delegated Regulation (EU) 2017/565; • to fewer than 150 natural or legal persons (other than qualified investors within the meaning of Article 2(1)I of the Prospectus Directive) subject to obtaining the prior consent of the Company; or • in any other circumstance falling within Article 3(2) of the Prospectus Directive, provided that no such offer of new shares will result in a requirement for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive. FURTHER INFORMATION Please contact the Offer Information Line: 1300 288 664 (within Australia) +61 2 9698 5414 (international) All Registry Communication to: KINGSTON RESOURCES LIMITED | ACN 009 148 529 GPO Box 5193, Sydney NSW 2001 1300 288 664 (within Australia) +61 2 9698 5414 (international) corporate.actions@automicgroup.com.au www.automicgroup.com.au SRN/HIN: [HolderNumberMasked] [EntityRegistrationDetailsLine1Envelope] [EntityRegistrationDetailsLine2Envelope] [EntityRegistrationDetailsLine3Envelope] [EntityRegistrationDetailsLine4Envelope] [EntityRegistrationDetailsLine5Envelope] [EntityRegistrationDetailsLine6Envelope] ASX Code: KSN Record Date: 5.00pm (AEDT) 17 November 2021 [ReplaceNoImages] SHARE PURCHASE PLAN APPLICATION FORM IMPORTANT: CLOSING DATE 5.00PM (AEDT) ON 16 DECEMBER 2021 (UNLESS VARIED) 1: APPLICATION The Share Purchase Plan (“SPP”) is an opportunity for eligible shareholders of Kingston Resources Limited ACN 009 148 529 (“Company”) to purchase additional fully paid ordinary shares in the Company without brokerage, commission or transaction costs being payable in respect of the application for, and issue of, New Shares. The Company intends to issue up to 20,000,000 New Shares under the SPP at a price of $0.20 (20 cents) per Share (“Offer Price”). Eligible Shareholders is defined as those with a registered address within Australia and New Zealand and holding of Shares on the Record Date. Regardless of the number of Shares held already, each eligible shareholder is entitled to apply for a permitted tranche of New Shares in the Company pursuant to the SPP and as specified on the Application Form to a maximum of $30,000 (150,000 Shares). The minimum application amount is $2,000 (10,000 Shares). Other than as defined in this Application Form, capitalised terms have the same meaning as defined in the SPP Offer Booklet. Eligible Shareholders may apply for any one of the following parcels described below: SPP Application Amount Number of Shares which may be purchased Offer A A$2,000 10,000 Offer B A$5,000 25,000 Offer C A$10,000 50,000 Offer D A$15,000 75,000 Offer E A$20,000 100,000 Offer F A$25,000 125,000 Offer G A$30,000 150,000 2: PAYMENT: You can pay either by BPAY® or Electronic Funds Transfer “EFT” Option A – BPAY® Biller Code: 352435 Ref No: [BPayCRN] Contact your financial institution to make your payment from your cheque or savings account. Note: You do not need to return this form if you have made payment via BPAY®. Your BPAY® reference number will process your payment to your shareholding electronically. Option B – Electronic Funds Transfer (EFT) The unique reference which has been assigned to your Application is: [HolderId]-3762-KSN Funds are to be deposited directly to following bank account: Account name: Automic Pty Ltd Account BSB: 036011 Account number: 580658 Swift Code: WPACAU2S Important: You must quote your unique reference as your payment reference/ description when processing your EFT payment. Failure to do so may result in your funds not being allocated to your application and Shares subsequently not issued. Note: You do not need to return this form if you have made payment via EFT. Your unique reference will process your payment to your application electronically. Payment under the Share Purchase Plan can only be made by BPAY® or EFT. 3: PROVIDE YOUR CONTACT DETAILS & ELECT TO BE AN E-SHAREHOLDER Return to our Share Registry by email to hello@automicgroup.com.au Telephone Number ( ) Email Address Contact Name (PLEASE PRINT) KSN[HolderId] INSTRUCTIONS FOR COMPLETION OF THIS FORM The SPP is offered exclusively to all Shareholders (including Custodians), being registered holders of Shares as at the Record Date with a registered address in Australia or New Zealand (Eligible Shareholders). If the Company rejects or scales-back an application or purported application, the Company will return to the Shareholder the relevant application monies, without interest. HOW TO APPLY FOR NEW SHARES UNDER THE SPP 1 Application As an Eligible Shareholder, you can apply for up to a maximum of $30,000 worth of Shares. Eligible Shareholders can select one of the parcels prescribed overleaf. The maximum value of Shares each Eligible Shareholder (irrespective of the size of their shareholding) may apply for under this Offer is $30,000 (including through joint holding(s), multiple share accounts or any holding in which they have a beneficial interest/s). This limit will apply even if you receive more than one offer from the Company (for example, because you are a joint holder of Shares or because you hold more than one shareholding under separate share accounts). If the Company receives an amount that does not equal one of the amounts specified overleaf the Company may accept the payment at their discretion and refund any excess Application money (without interest) to the Eligible Shareholder. If the Company receives a subscription of over $30,000 worth of Shares by an Eligible Shareholder through multiple applications or joint holdings, the Company may refund any excess Application money (without interest) to the Eligible Shareholder. No fractions of Shares will be issued. Any fraction of a Share will be rounded down to the nearest whole number of Shares (where applicable). 2 Payment Payment by BPAY®: You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. To BPAY® this payment via internet or telephone banking use your reference number quoted on the front of this form. Multiple acceptances must be paid separately. Payment by EFT: You can make a payment via Electronic Funds Transfer “EFT”. Multiple acceptances must be paid separately. Applicants should be aware of their financial institution’s cut-off time and any associated fees with processing a funds transfer. Please ensure you use your unique reference located on the reverse page. This will ensure your payment is processed correctly to your application electronically. If you make a payment by BPAY® or EFT and the Company receives an amount which is not equal to either A$30,000, A$25,000, A$20,000, A$15,000, A$10,000, A$5,000, or A$2,000 the Company may accept the payment at their discretion. Your payment must be for a minimum of A$2,000. Payment must be received by the Share Registry by 5:00pm (AEDT) on 16 December 2021. You do not need to return this form if you have made payment via BPAY® or EFT. Your BPAY® or unique payment reference number will process your payment to your shareholding electronically and you will be deemed to have applied for such Shares for which you have paid. Applicants should be aware of their financial institution’s cut-off time (the payment must be made to be processed overnight) and it is the Applicant’s responsibility to ensure funds are submitted correctly by the closing date and time. The Company and the Share Registry accept no responsibility for delayed or misdelivered Application Forms or payments. 3 Contact Details As a valued shareholder in Kingston Resources Limited, you can help minimise the costs of printing and mailing by electing to receive all shareholder communications electronically. This will ensure you receive all future important shareholder communications in a faster and more secure way. Please enter your details and return to our Share Registry by email to hello@automicgroup.com.au. IMPORTANT INFORMATION 1. This is an important document which requires your immediate attention. If you are in any doubt as to how to deal with this Application Form, please consult a professional adviser. 2. If you do not wish to purchase Shares under the SPP, there is no need to take action. 3. Please ensure you have read and understood the terms and conditions of the SPP in the Offer Letter and Offer Document, and this section entitled "Important Information" before making payment by BPAY® or EFT. 4. The offer for Shares under the SPP is non-renounceable. Applications can only be accepted in the name printed on the Application Form. 5. If you are a custodian, trustee or nominee within the meaning of “Custodian” as defined in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, you must complete and submit an additional schedule that contains further certifications and details (Certificate) that must be provided before your application will be received. The Certificate can be obtained by contacting the Share Registry on the telephone number set out below. Applications received by Custodians that are not accompanied by the Certificate will be rejected. 6. A completed Custodian Certificate must be emailed to: custodialcertificates@automicgroup.com.au, failure to do so will result in the Application being rejected. The Company and the Share Registry accept no responsibility for delayed or misdelivered Custodian Certificates. 7. For applicants that are not required to complete the Certificate, by making payment by BPAY® or EFT, you certify that the aggregate of the payment paid by you for: • the parcel of Shares indicated on this Application Form, EFT or BPAY® payment; and • any other New Shares applied for by you, or which you have instructed a Custodian to acquire on your behalf under the SPP or any other similar arrangement in the 12 months prior to making payment by EFT or BPAY® does not exceed A$30,000. 8. The maximum subscript