Announcement PDF Kingston Resources Limited ACN 009 148 529 Share Purchase Plan and Options Prospectus For an offer to Eligible Shareholders to apply for up to $60,000 of New Shares at $0.085 per New Share without incurring brokerage or transaction costs (SPP Offer). In addition, for every two (2) New Shares subscribed for by Eligible Shareholders under the SPP Offer, Eligible Shareholders will also receive one (1) free Option that will be exercisable at $0.14 per option at any time on or before 31 July 2025 (SPP Options Offer). The SPP Offer and the SPP Options Offer are together referred to as the Offers. IMPORTANT NOTICE This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Shares and Options being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser. The Shares and Options offered by this Prospectus should be considered as speculative. 231189_5719311_1 Corporate Directory Directors Registered Office Non-Executive Chair Mick Wilkes – Telephone: (02) 8021 7492 Managing Director Email: info@kingstonresources.com.au Andrew Corbett Website: www.kingstonresources.com.au Non-Executive Directors Stuart Rechner Anthony Wehby Company Secretary ASX: KSN Robyn Slaughter Share Registry Solicitors Automic Registry Services Cowell Clarke Commercial Lawyers Level 5, 126 Phillip Street Level 2, 50 Pitt Street Sydney NSW 2000 Sydney NSW 2000 02 9698 5414 02 8255 6900 Auditor* Hall Chadwick (NSW) Level 40 2 Park Street Sydney NSW 2000 *These entities are included for information purposes only. They have not been involved in the preparation of this Prospectus and have not consented to being named in this Prospectus. 231189_5719311_1 Important Notices This Prospectus is dated 10 July 2023 and was lodged with the ASIC and ASX on that date. ASIC, ASX and their respective officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. No securities may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus. It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. The Shares and Options the subject of this Prospectus should be considered highly speculative. This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with Section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult. ASIC Instrument on Share Purchase Plans In certain circumstances a listed company may undertake a share purchase plan in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (“Instrument”). This Instrument allows a share purchase plan to be conducted without the use of a prospectus once in any consecutive 12-month period. The Company is unable to rely on the Instrument for the issue of the New Shares pursuant to the SPP because the monetary cap for each investor under the Instrument is $30,000. The Company is offering up to $60,000 worth of New Shares to each Eligible Shareholder. The Company is also unable to rely on the Instrument for the Options because the Options to be issued under this Prospectus are in a class of securities not currently quoted on the ASX. Accordingly, the Company is undertaking the SPP under this Prospectus. Similarly, ASX Listing Rule 7.2 (Exemption 5) permits a listed company to issue securities under a share purchase plan without that issuance counting towards the Company’s placement capacity under Listing Rule 7.1 where the issuance satisfied the conditions of the Instrument. Given the Company is unable to satisfy the conditions of the Instrument for the SPP, the issuance of all New Shares and Options under this prospectus is subject to the Company receiving prior shareholder approval for the purposes of Listing Rule 7.1 (and all other purposes) at an extraordinary general meeting of the Company to be held on or around 14 August 2023. Risk Factors Potential investors should be aware that subscribing for Shares or Options in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in section 7 of this Prospectus. These risks together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Shares or Options in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors should consider consulting their professional advisers before deciding whether to apply for Shares or Options pursuant to this Prospectus. Taxation Information The Directors do not consider it appropriate to give Shareholders advice regarding the taxation consequences of applying for Shares or Options under this Prospectus. Page 1 231189_5719311_1 The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders. As a result, Shareholders should consult their professional tax adviser in connection with applying for Shares or Options under this Prospectus. Forward Looking Statements This Prospectus 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 Prospectus, 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 the Company, the Directors and the Company’s management. The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. The Company has 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 Prospectus, 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 7. The information in this document does not constitute financial product advice and has been prepared without taking into account your particular investment objectives, financial circumstances or needs. The Company is not licensed to provide financial product advice in respect of the Shares or Options. The information in this document does not purport to contain all the information that you may require to evaluate a potential investment in the Company. Before deciding whether to apply for New Shares, you should consider whether they are a suitable investment for you, in light of your own investment objectives and financial circumstances and having regard to the merits or risks involved. If, after reading the information in this document, you have any questions about the offer of Shares and Options, you should contact your stockbroker, accountant or other independent professional adviser. Governing law This prospectus and the contracts formed on acceptance of the Application Forms are governed by the laws applicable in New South Wales, Australia. Each applicant for Options submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia. Electronic Prospectus This Prospectus is available electronically at https://kingstonresources.com.au/ . The Application Form attached to the electronic version of this Prospectus must be used within Australia, New Zealand or Germany. Electronic versions of this prospectus should be downloaded and read in their entirety. Applications for New Shares and New Options may only be made on the Application Form attached to this Prospectus. Not investment advice Page 2 231189_5719311_1 Letter from the Chairman 10 July 2023 Dear Shareholders On behalf of the Board of Kingston Resources Limited (“KSN” and “Company”) I am pleased to invite you to participate in the Company’s Share Purchase Plan. Each Eligible Shareholder has the opportunity to acquire up to $60,000 worth of New Shares at an Issue Price of 8.5 cents per New Share. We have determined to pursue the Share Purchase Plan with the Issue Price of 8.5 cents per New Share to reward and encourage our loyal shareholder base. This price is equal to the issue price that has been offered to sophisticated investors pursuant to the Placement. The Company is seeking to raise $5.5 million under the Placement and $1 million under the Share Purchase Plan, with the ability for the Board to accept oversubscriptions of another $1 million at its discretion. The SPP Share offer will be underwritten to $1 million by BW Equities Limited and Ord Minnett Limited, which will be fully sub-underwritten by Delphi Unternehmensberatung Akteingesellschaft, an existing sophisticated investor. In addition, each Eligible Shareholder that acquires New Shares pursuant to the SPP or the Placement, will also receive a free option for every two New Shares acquired. These options have an exercise price of $0.14 and may be exercised at any time until 31 July 2025. Funds raised under the SPP will be used for:  commencing plant refurbishment at the Mineral Hill Mine  commencing underground re-entry works  commencing open pit waste stripping  general working capital. For more information on the commencement of works at Mineral Hill, please see the Life of Mine (LOM) Announcement on ASX dated 27 June 2023. Yours sincerely Mick Wilkes Page 3 231189_5719311_1 1. 2. Timetable Event Date1 Record Date for SPP (7:00pm Sydney time) 26 June 2023 Announcement of Placement and SPP 27 June 2023 Lodge Prospectus with the ASIC and ASX 10 July 2023 Dispatch of Prospectus 12 July 2023 Opening Date of Offers under the Prospectus 17 July 2023 Closing Date of Offers under the Prospectus 10 August 2023 Extraordinary general meeting of shareholders 14 August 2023 Lodge Appendix 3B, Cleansing Notice, New Shares, SPP Options under SPP and Options under the Placement. 17 August 2023 Dispatch of Holding Statements 18 August 2023 Details of the Offers 2.1 Background to Offers As announced on 27 June 2023, the Company is undertaking a capital raising comprising an offer of Shares to existing Shareholders pursuant to a share purchase plan (SPP or Share Purchase Plan) and a placement to professional and sophisticated investors (Placement) (together, the Capital Raising). The funds raised under the Capital Raising will be used for: (a) commencing plant refurbishment at the Mineral Hill Mine; (b) commencing underground re-entry works; (c) commencing open pit waste stripping (d) general working capital. For more information on the commencement of works at Mineral Hill, please see the Life of Mine (LOM) Announcement on ASX dated 27 June 2023. 2.2 SPP and SPP Options Offer Under the SPP, Shareholders in Australia, New Zealand and Germany registered on the Record Date (Eligible Shareholders) are offered the opportunity to subscribe for up to $60,000 worth of new Shares (being 705,882 New Shares) at an issue price per Share of $0.085 which is equal to the issue price under Tranche 1 of the Placement, together with one (1) free-attaching Option for every two (2) Shares subscribed for and issued These dates are indicative only and subject to change. The Directors reserve the right to vary these dates, including the Closing Date of the Offers, without prior notice. 1 Page 4 231189_5719311_1 (exercisable at $0.14 each, on or before 5:00pm (AEST) on 31 July 2025). Shareholders will not be charged brokerage or commission on the Shares and Options acquired under the SPP. The Company intends to raise up to $1 million under the SPP. The Board also has the ability to accept over-subscriptions up to a total amount of $2 million in its discretion. By the SPP Options Offer under this Prospectus, the Company offers, for nil cash consideration, up to 11,764,706 free-attaching Options exercisable at $0.14 on or before 5:00 pm (AEST) on 31 July 2025 on the basis of one (1) free-attaching Option for every two (2) Shares subscribed for by Eligible Shareholders under the SPP. No funds will be raised from the issue of Options pursuant to the SPP Options Offer. The Options offered pursuant to the SPP Options Offer will be issued on the terms and conditions set out in section 5.2 of this Prospectus. The purpose of the SPP Options Offer is set out in section 3.1. 2.3 Placement and Placement Options As announced on 27 June 2023, the Company is undertaking a Placement offer in two tranches. On 3 July 2023, 52,941,176 Placement Shares were issued under Tranche 1 to sophisticated and professional investors raising $4,500,000 (before costs). The Company intends to issue 11,764,706 shares under Tranche 2 to Q uintana Resources H oldings LP or their nom inee to raise $1,000,000 (before costs), raising a total of $5.5 million under the Placement Offer. Under the Placement, the Company will issue a total of 64,705,882 Shares to sophisticated and professional investors, at an issue price per Share equal to $0.085 per Share (being, the issue price of Shares under the SPP), together with one (1) free-attaching Option for every two (2) Shares subscribed for and issued (exercisable at $0.14 each on or before 5:00 pm (AEST) on 31 July 2025. The Options offered to sophisticated and professional investors that participated in the Placement will be issued on the same terms and conditions as the SPP Options. 2.4 Shareholder Approval The Issue of New Shares and Options under the Share Purchase Plan is subject to shareholder approval at the General Meeting. At the General Meeting, the Company will also seek ratification of the issue of the Placement Shares. If Shareholder Approval is not obtained for the New Shares and SPP Options, the Company reserves the right to issue the New Shares and SPP Options under the Company’s placement capacity in accordance with Listing Rule 7.1. The Board may also need to scaleback the size of the offer under the SPP or the Company may need to withdraw the Offer. If the Offer is scaled-back or withdrawn, the Company will refund all Application Monies received but not applied to the issue of New Shares without interest. If Shareholder approval is not obtained for the Placement Shares, the Company reserves the right to issue the Placement Shares under the Company’s placement capacity in accordance with Listing Rule 7.1. Page 5 231189_5719311_1 2.5 Eligible participants The SPP and SPP Options Offer is open to all Shareholders whose address in the Company’s share register is in Australia, New Zealand or Germany who are registered as holders of the fully paid ordinary shares of the Company as at 7:00pm (Sydney time) on the Record Date. 2.6 Minimum subscription There is no minimum subscription for the Offers. 2.7 Maximum subscription The Company is seeking to raise a maximum of $1 million under the SPP. The Board reserves the right to accept oversubscriptions up to an additional $1 million at its discretion, subject to the Corporations Act and the ASX Listing Rules. 2.8 2.9 Applications (a) To Apply for New Shares, Eligible Shareholders must complete the Application Form attached to this prospectus. More information on applying for New Shares is contained in section 0. (b) SPP Options will be granted automatically to Eligible Shareholders upon issue of their New Shares. (c) The Offer is non-renounceable which means that Eligible Shareholders may not transfer their rights to any Shares offered under the SPP Offer. Underwriting and shortfall The SPP is underwritten by BW Equities and Ord Minnett ("Underwriters") to the value of $1 million (“Underwritten Amount”). A summary of the key terms of the underwriting agreement between the Company and the Underwriters is located at Schedule 1. The Underwriters have engaged Delphi Unternehmensberatung Akteingesellschaft (“Delphi”), an existing sophisticated investor as sub-underwriter for the full amount of the Underwritten Amount. The Company reserves the right to place any amount of the non-underwritten component of the Offer not subscribed for by Eligible Shareholders at its discretion (“Shortfall”). The Company may place the Shortfall to sophisticated and other professional investors within 3 months of the date of the General Meeting or as otherwise permitted by the ASX Listing Rules and the Corporations Act. 2.10 Quotation of Securities Application for Official Quotation of the New Shares offered pursuant to this Prospectus will be made in accordance with the Timetable. If ASX does not grant Official Quotation of the New Shares before the expiration of 3 months after the date of issue of the Prospectus (or such period as varied by ASIC), the Company will not issue any New Shares and will repay all application monies for the New Shares within the time prescribed under the Corporations Act, without interest. The Company will apply for quotation of New Shares issued under the Shortfall at the time of issue. The Company will not apply for Official Quotation of the Options offered pursuant to this Prospectus. Page 6 231189_5719311_1 The fact that ASX may grant Official Quotation to the New Shares is not to be taken in any way as an indication of the merits of the Company or the New Shares offered. 2.11 Issue Shares and Options issued pursuant to the Offers will be issued in accordance with the ASX Listing Rules and Timetable. Holding statements for Shares and Options issued under the Offers will be mailed in accordance with the ASX Listing Rules and Timetable. 2.12 Overseas shareholders The distribution of this Prospectus in jurisdictions outside Australia, New Zealand, and Germany may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions constitutes a violation of those laws. This Prospectus 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 not be lawful to make such an offer or to issue this Prospectus. It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of Shares and Options these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Offers are not being extended and Shares and Options will not be issued to Shareholders with a registered address which is outside Australia, New Zealand or Germany. New Zealand The Shares and Options are not being offered to the public within New Zealand other than to existing Shareholders of the Company with registered addresses in New Zealand to whom the Offers are being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (as amended) (New Zealand). This Prospectus has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand). This Prospectus is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain. European Economic Area - Germany The information in this Prospectus has been prepared on the basis that the offer of Shares and Options will be made pursuant to an exemption under the Directive 2003/71/EC (Prospectus Directive), as amended and implemented in Member States of the European Economic Area (each a Member State), from the requirement to produce a prospectus for offers of securities. An offer to the public of Shares and Options has not been made and may not be made in Germany except pursuant to an applicable exemption under the Prospectus Directive as implemented in the relevant Member State. 2.13 Enquiries Any questions concerning the Offers should be directed to the Company on info@kingstonresources.com.au. Page 7 231189_5719311_1 3. Share Purchase Plan and Share Purchase Plan Options 3.1 Share Purchase Plan The Share Purchase Plan (“SPP”) is an opportunity for Eligible Shareholders 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. In addition, for every two (2) New Shares that Eligible Shareholders acquire under the SPP, they will be issued with one (1) free SPP Option. Terms and conditions of the SPP Options are provided in section 5.2. 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 Prospectus 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. 3.2 Number of Shares and Issue Price The Company intends to issue up to 23,529,412 New Shares under the SPP at a price of $0.085 (8.5 cents) per New Share (“Offer Price”) to raise approximately $1 million. The Company may scale-back the Offer or accept oversubscriptions (up to an additional $1 million) at its discretion. The Offer Price is equal to the issue price under Tranche 1 of the Placement. There are presently 468,594,832 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 after the completion of the Tranche 1 Placement. The Company also has 14,994,519 unlisted options, 25,000,000 Warrants and 6,785,845 Performance Rights presently on issue. As announced on 27 June 2023, Kingston’s Life of Mine (LOM) plan for Mineral Hill will transition the Company from gold and silver dore production today to adding gold concentrate within CY24 and then adding separate copper, lead and zinc concentrates by the end of CY24.The funds raised in the Placement and from the SPP will be used, to undertake necessary capital works to fully transition the Company to conventional mining. Applications for New Shares 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 price 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. 3.3 Use of Funds Funds raised under the SPP will be used for: Page 8 231189_5719311_1 • commencing plant refurbishment at the Mineral Hill Mine; • commencing underground re-entry works; • commencing open pit waste stripping; and • general working capital. For more information on the commencement of works at Mineral Hill, please see the Life of Mine Announcement on ASX dated 27 June 2023. 3.4 SPP is conditional upon shareholder approval The issue of New Shares and SPP Options under the SPP is subject to shareholder approval for the purposes of Listing Rule 7.1. ASX Listing Rule 7.2 (Exemption 5) permits a listed company to issue securities under a securities purchase plan without such issuance counting towards the Company’s placement capacity under Listing Rule 7.1 where the issuance satisfies the conditions of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (Instrument). The Company is unable to satisfy the conditions of the Instrument as the maximum amount that Eligible Shareholders are able to apply for under the SPP is $60,000 (not $30,000 as permitted by the Instrument). Accordingly, the issuance of all New Shares and SPP Options under the SPP is subject to the Company receiving prior shareholder approval for the purposes of Listing Rule 7.1 (and for all other purposes) at an extraordinary general meeting of the Company to be held on or around 14 August 2023. If Shareholder Approval is not obtained for the New Shares and SPP Options, the Company reserves the right to issue the New Shares and SPP Options under the Company’s placement capacity in accordance with Listing Rule 7.1. The Board may also need to scaleback the size of the offer under the SPP or the Company may need to withdraw the Offer. If the Offer is withdrawn, the Company will refund all Application Monies received without interest. 3.5 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 the Record Date and whose address on the Company’s share register is in Australia, New Zealand or Germany. 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 $60,000 (705,882 shares). A shareholder may only subscribe for up to a maximum of $60,000 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 $60,000 worth of New Shares in those registered names even if an Eligible Shareholder separately receives an Offer. Page 9 231189_5719311_1 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 $60,000 worth of shares for each beneficiary, subject to satisfying certain requirements (see section 3.10 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. 3.6 Closing Date and Issue Date The SPP is anticipated to close at 5.00pm (Sydney time) on 10 August 2023, 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 SPP. The Issue Date is anticipated to be 14 August 2023, 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. 3.7 Offer oversu