Announcement PDF Appendix 3B - Proposed issue of securities Announcement Summary Entity name KINGSTON RESOURCES LIMITED Announcement Type New announcement Date of this announcement 9/12/2024 The Proposed issue is: An offer of securities under a securities purchase plan A placement or other type of issue Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan ASX +security code +Security description KSN ORDINARY FULLY PAID Maximum Number of +securities to be issued 26,666,667 +Record date 6/12/2024 Offer closing date 15/1/2025 +Issue date 22/1/2025 Total number of +securities proposed to be issued for a placement or other type of issue ASX +security code +Security description KSN ORDINARY FULLY PAID Maximum Number of +securities to be issued 85,333,334 Proposed +issue date 16/12/2024 Refer to next page for full details of the announcement Appendix 3B - Proposed issue of securities 1 / 10 Appendix 3B - Proposed issue of securities Part 1 - Entity and announcement details 1.1 Name of +Entity KINGSTON RESOURCES LIMITED We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules. If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation). 1.2 Registered Number Type Registration Number ACN 009148529 1.3 ASX issuer code KSN 1.4 The announcement is New announcement 1.5 Date of this announcement 9/12/2024 1.6 The Proposed issue is: An offer of +securities under a +securities purchase plan A placement or other type of issue Appendix 3B - Proposed issue of securities 2 / 10 Appendix 3B - Proposed issue of securities Part 4 - Details of proposed offer under securities purchase plan Part 4A - Conditions 4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan issue can proceed on an unconditional basis? No Appendix 3B - Proposed issue of securities 3 / 10 Appendix 3B - Proposed issue of securities Part 4B - Offer details +Class or classes of +securities that will participate in the proposed issue and +class or classes of +securities proposed to be issued ASX +security code and description KSN : ORDINARY FULLY PAID Will the proposed issue of this +security include an offer of attaching +securities? No Details of +securities proposed to be issued ASX +security code and description KSN : ORDINARY FULLY PAID Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 26,666,667 Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? No Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Yes Is the minimum acceptance unit based or dollar based? Dollar based ($) Please enter the minimum acceptance value $ 2,000 Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? Yes Is the maximum acceptance unit based or dollar based? Dollar based ($) Please enter the maximum acceptance value $ 30,000 Describe all the applicable parcels available for this offer in number of securities or dollar value A$2,000, A$5,000, A$10,000, A$15,000, A$20,000, A$25,000, A$30,000. Offer price details Appendix 3B - Proposed issue of securities 4 / 10 Appendix 3B - Proposed issue of securities Offer price details Has the offer price been determined? Yes In what currency will the offer What is the offer price per be made? +security? AUD - Australian Dollar AUD 0.07500 Oversubscription & Scale back details Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements The Company reserves the right to scale-back any application as it, in its absolute discretion without showing cause, sees fit. Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Part 4C - Timetable 4C.1 Date of announcement of +security purchase plan 9/12/2024 4C.2 +Record date 6/12/2024 4C.3 Date on which offer documents will be made available to investors 16/12/2024 4C.4 Offer open date 16/12/2024 4C.5 Offer closing date 15/1/2025 4C.7 +Issue date and last day for entity to announce results of +security purchase plan offer 22/1/2025 Part 4D - Listing Rule requirements 4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Yes Appendix 3B - Proposed issue of securities 5 / 10 Appendix 3B - Proposed issue of securities Part 4E - Fees and expenses 4E.1 Will there be a lead manager or broker to the proposed offer? No 4E.2 Is the proposed offer to be underwritten? Yes 4E.2a Who are the underwriter(s)? Delphi. 4E.2b What is the extent of the underwriting (ie the amount or proportion of the issue that is underwritten)? Total of the Share Placement Plan (SPP) approximately $2.0 million. 4E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)? $120,000, being 6% of the value of the Underwritten Amount. 4E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated. The S&P/ASX Mining and Metals Index and the price of gold by reference to spot A$ gold price referenced on Bloomberg under reference "XAUAUD Currency" falls on any two consecutive Business Days or closes on the trading day immediately prior to the settlement by more than 15.0% below its level at market close on the Business day before the Underwriting Agreement was signed; Company or any of its directors or officers engage in misleading or deceptive conduct or activity in connection with the Offer; Any adverse change, or event occurs in the business, assets, liabilties, financial position or performance, operations, management, outlook or prospects of the Comaany or Group; A general moratorium on commercial banking activities; Trading in all securities quoted or listed on the ASX; the London Stock Exchange, the New York Stock Exchange or the Tokyo Stock Exchange is suspended or limited in material respect. 4E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No 4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No 4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Legal and registry fee of approximately $30,000 Part 4F - Further Information 4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue To accelerate the exploration strategy at Mineral Hill to grow the resource base and underpin Kingston's target to double Mineral Hill production and for working capital purposes. 4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No 4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer All jurisdictions other than Australia, New Zealand or in limited circumstances, Germany. 4F.3 URL on the entity's website where investors can download information about the proposed offer https://kingstonresources.com.au/ Appendix 3B - Proposed issue of securities 6 / 10 Appendix 3B - Proposed issue of securities 4F.4 Any other information the entity wishes to provide about the proposed offer Appendix 3B - Proposed issue of securities 7 / 10 Appendix 3B - Proposed issue of securities Part 7 - Details of proposed placement or other issue Part 7A - Conditions 7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No Part 7B - Issue details Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class Will the proposed issue of this +security include an offer of attaching +securities? No Details of +securities proposed to be issued ASX +security code and description KSN : ORDINARY FULLY PAID Number of +securities proposed to be issued 85,333,334 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash consideration being paid? What is the issue price per +security? AUD - Australian Dollar AUD 0.07500 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Appendix 3B - Proposed issue of securities 8 / 10 Appendix 3B - Proposed issue of securities Part 7C - Timetable 7C.1 Proposed +issue date 16/12/2024 Part 7D - Listing Rule requirements 7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No 7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes 7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1? Up to a maximum of 14,614,200 Placement Shares will be issued under ASX LR7.1 7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes 7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A? Up to a maximum of 70,719,134 Placement Shares will be issued under ASX LR7.1A 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No Part 7E - Fees and expenses 7E.1 Will there be a lead manager or broker to the proposed issue? Yes 7E.1a Who is the lead manager/broker? Blue Ocean Equities Pty Ltd 7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? 6% of gross proceeds. 7E.2 Is the proposed issue to be underwritten? No 7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Legal and Share registry fees $30,000. Appendix 3B - Proposed issue of securities 9 / 10 Appendix 3B - Proposed issue of securities Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities To accelerate the exploration strategy at Mineral Hill to grow the resource base and underpin Kingston's target to double Mineral Hill production and for working capital purposes. 7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No 7F.2 Any other information the entity wishes to provide about the proposed issue 7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f) Appendix 3B - Proposed issue of securities 10 / 10