Announcement PDF 2432078 - 32413649 Prospectus Kingston Resources Limited ACN 009 148 529 (Company) For a non-renounceable rights issue to Eligible Shareholders of 1 New Share for every 4 Shares held at an issue price of $0.035 per New Share to raise approximately $8.47 million (Entitlement Offer). Eligible Shareholders who apply for their full Entitlement will also be entitled to apply for Top-Up Shares (up to a maximum of 100% of their Entitlements) under the Top-Up Facility (Top-Up Offer). For an offer to other investors to subscribe for New Shares comprising the Shortfall Shares not applied for under the Entitlement Offer at an issue price of $0.035 per Shortfall Share (Shortfall Offer). This Prospectus is also being issued to facilitate secondary trading of the Placement Shares issued pursuant to the Placement and to facilitate secondary trading of the Ineligible Shareholder Shares. The lead manager of the Entitlement Offer and the Placement is Argonaut Securities Pty Limited, and the underwriter of the Entitlement Offer, is Argonaut Corporate Finance Limited. The Entitlement Offer is fully underwritten. This document is important and should be read in its entirety. If you are in any doubt as to the contents of this document, you should consult your stockbroker, solicitor, banker, financial advisor or accountant as soon as possible. The securities offered by this Prospectus are considered to be speculative. Acceptances under the Entitlement Offer must be received by the Share Registry by no later than 5.00pm (AEST) on the Closing Date. This is a transaction-specific prospectus issued in accordance with section 713 of the Corporations Act 2001 (Cth). Not for distribution in the United States of America or to U.S. persons. 2432078 - 32413649 1 Important information Entitlement Offer statistics Number of New Shares to be issued: .........................................................................up to 241,910,936* Issue Price: .................................................................................................................................... $0.035 *Excludes any New Shares which may be issued in the event that any Existing Options or Existing Warrants are exercised prior to the Record Date. Key dates for Entitlement Offer Record Date for determining Entitlements under the Issue: ... 7.00 pm (AEST), Tuesday, 30 June 2026 Entitlement Offer opens: ............................................................................................. Friday, 3 July 2026 Entitlement Offer expected to close: .........................................5.00 pm (AEST), Tuesday, 14 July 2026 Allotment of Entitlement Shares and Top-Up Shares:............................................Tuesday, 21 July 2026 Commencement of trading of Entitlement Shares and Top-Up Shares on ASX: ................................................................................... Wednesday, 22 July 2026 Expected date for despatch of Shareholding statements for Entitlement Shares and Top-Up Shares: ......................................................... Wednesday, 22 July 2026 Allotment of remaining Shortall Shares..................................................................... Friday, 24 July 2026 Further details regarding the timetable for the Offers are set out in section 2.2. All dates are subject to change and accordingly are indicative only. In particular, the Company has the right to vary the dates of the Offers without prior notice, subject to the Corporations Act, ASX Listing Rules and other applicable laws. Investors are encouraged to submit their Application Forms or payment of Acceptance Money pursuant to the instructions on their Application Form (as applicable), as soon as possible after the Entitlement Offer opens. Important notice This Prospectus is dated 25 June 2026 and was lodged with ASX and ASIC on the same date. Neither ASIC, nor ASX take any responsibility as to the contents of this Prospectus. No securities will be issued on the basis of this Prospectus any later than 13 months after the date of issue of this Prospectus. This Prospectus contains an offer to Eligible Shareholders of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. No person is authorised to give any information or to make any representation in connection with the Issue described in this document which is not contained in this document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Issue. Foreign shareholders This document and accompanying Application Forms do not constitute an offer of New Shares in any jurisdiction in which it would be unlawful. New Shares may not be offered or sold in any country outside Australia except to the extent permitted below. 2432078 - 32413649 2 The Company has decided that it is unreasonable to make offers of New Shares under the Offers to Shareholders with registered addresses outside of Australia, New Zealand, Hong Kong, Singapore and the European Union (excluding Austria) having regard to the number of Shareholders in those places, the number and value of the New Shares they would be offered and the cost of complying with the legal and regulatory requirements in those places. Accordingly, the Entitlement Offer is not being extended to, and does not qualify for distribution or sale by, and no New Shares will be issued to Shareholders having registered addresses outside of Australia, New Zealand, Hong Kong, Singapore and the European Union (excluding Austria). The Company has not made any investigation as to the regulatory requirements that may prevail in the countries, outside of Australia, New Zealand, Hong Kong, Singapore and the European Union (excluding Austria), in which the Company’s Shareholders may reside. It is the responsibility of overseas Applicants to ensure compliance with all laws of any country relevant to their Acceptance. The Entitlement Offer may only be accepted by Eligible Shareholders and does not constitute an offer in any place in which or to any person to whom, it would be unlawful to make such an offer. The distribution of this Prospectus in jurisdictions outside Australia, New Zealand, Hong Kong, Singapore and the European Union (excluding Austria) may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe those restrictions. Any failure to comply with restrictions might constitute a violation of applicable securities laws. See section 2.11 for further information on Entitlement Offer restrictions with respect to Shareholders who do not have registered addresses in Australia. New Zealand The New Shares 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 offer of these securities is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021 (New Zealand). This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand). This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain. Singapore This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document relating to the New Shares may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part 13 of the Securities and Futures Act 2001 of Singapore (the “SFA”) or another exemption under the SFA. This document has been given to you on the basis that you are an existing holder of the Company’s shares. If you are not such a shareholder, please return this document immediately. You may not forward or circulate this document to any other person in Singapore. Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party in Singapore. On-sale restrictions in Singapore may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly. Hong Kong WARNING: This document may be distributed in Hong Kong only to (i) not more than 50 existing shareholders of the Company and (ii) any other shareholder who is a “professional investor” (as defined in the Securities and Futures Ordinance of Hong Kong, Chapter 571 of the Laws of Hong Kong). This document may not be distributed, published, reproduced or disclosed (in whole or in part) to any other 2432078 - 32413649 3 person in Hong Kong or used for any purpose in Hong Kong other than in connection with the recipient’s consideration of the Entitlement Offer. You are advised to exercise caution in relation to the Entitlement Offer. If you are in doubt about any contents of this document, you should obtain independent professional advice. This document has not been reviewed by any Hong Kong regulatory authority. In particular, this document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of the Laws of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong. European Union (excluding Austria) This Prospectus has not been, and will not be, registered with or approved by any securities regulator in the European Union. Accordingly, this Prospectus may not be made available, nor may the New Shares be offered for sale, in the European Union except in circumstances that do not require a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union (Prospectus Regulation). In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of New Shares in each member the European Union is limited: • to persons who are “qualified investors” (as defined in Article 2(e) of the Prospectus Regulation); • to fewer than 150 natural or legal persons (other than qualified investors); or • in any other circumstance falling within Article 1(4) of the Prospectus Regulation. Investors in the Netherlands should note: United States This document may not be released or distributed in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws. Ineligible Shareholders The Company has appointed the Lead Manager to act as nominee for the purposes of section 615 of the Corporations Act (Nominee) and has applied to ASIC to have their appointment approved. As at the date of this Offer Document, ASIC has not yet provided this approval. Accordingly, subject to approval, the Company must issue to the Nominee those New Shares that would otherwise have been issued to Ineligible Shareholders as at the Record Date and the Nominee will attend to the sale of those New Shares on behalf of the Ineligible Shareholders. Refer to section 2.11 for details. How to accept Entitlement to New Shares Entitlements to New Shares can be accepted in full or in part by making payment of Acceptance Money by BPAY® or EFT in accordance with the instructions set out in this Prospectus and on the Application Forms. Your personalised Entitlement and Acceptance Form can be accessed from https://portal.automic.com.au/investor/home. This Prospectus is available in electronic form on the internet at www.kingstonresources.com.au. If you wish to obtain a free copy of this Prospectus, please contact the Company by email to info@kingstonresources.com.au. 2432078 - 32413649 4 Enquiries If you are an Eligible Shareholder and have any questions in relation to the Entitlement Offer, please contact your stockbroker or professional adviser. If you have questions in relation to the Shares upon which your Entitlement has been calculated, or how to complete the Entitlement and Acceptance Form, take up your Entitlement, please call the Share Registry on: • 1300 288 664 for callers within Australia; or • +61 2 9698 5414 for overseas callers. Deciding to accept the Offer No person named in this Prospectus, nor any other person, guarantees the performance of KSN, the repayment of capital or the payment of a return on the New Shares. Please read this Prospectus carefully before you make a decision to invest. An investment in the Company has a number of specific risks which you should consider before making a decision to invest. Some of these risks are summarised in section 1.8 of this Prospectus and set out in more detail in section 6 of this Prospectus. This Prospectus is an important document and you should read it in full before deciding whether to invest pursuant to the Entitlement Offer. You should also have regard to other publicly available information about the Company, including ASX announcements, which can be found at the Company’s website at www.kingstonresources.com.au . Terms used A number of terms and abbreviations used in this Prospectus have defined meanings, which are explained in the definitions and glossary in section 8. Money as expressed in this Prospectus is in Australian dollars unless otherwise indicated. Times are Australian Eastern Standard Time (AEST) unless other indicated. Forward looking statements Some of the information contained in this Prospectus constitutes forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements include those containing such words as ‘anticipate’, ‘estimate’, ‘should’, ‘will’, ‘expect’, ‘plan’ or similar expressions. These statements discuss future objectives or expectations concerning results of operations or financial conditions or provide other forward-looking information. The Company’s actual results, performance or achievements could be significantly different from the results or objectives expressed in, or implied by, those forward- looking statements. This Prospectus details some important factors that could cause the Company’s actual results to differ from the forward-looking statements made in this Prospectus. No representations No person is authorised to give any information or to make any representation in connection with the Entitlement Offer which is not contained in this Prospectus. Any information or representation in connection with the Entitlement Offer not contained in this Prospectus may not be relied on as having been authorised by the Company or its officers. This Prospectus does not provide investment advice or advice on the taxation consequences of accepting the Entitlement Offer. The Entitlement Offer, and the information contained in this Prospectus, do not take into account your investment objectives, financial situation and particular needs (including financial and tax issues) as an investor. Disclaimer None of the Lead Manager, the Underwriter or their related bodies corporates (as defined by the Corporations Act) and affiliates, nor any of their respective directors, officers, partners, employees, representatives or agents (Lead Manager Parties), have authorised or caused the issue or despatch 2432078 - 32413649 5 of this Prospectus. To the maximum extent permitted by law, the Lead Manager Parties exclude and disclaim all liability for any expenses, losses, damages or costs incurred by you as a result of your participation in the Entitlement Offer and/or the Placement and any information contained in this Prospectus not being fair, reliable, accurate or complete in any way for any reason, whether by negligence or otherwise. None of the Lead Manager Parties make any recommendations as to whether you or your related parties should participate in the Entitlement Offer and/or Placement, nor do they make any representations or warranties to you concerning the Entitlement Offer or Placement or any information contained in this Prospectus. To the maximum extent permitted by law, you represent, warrant and agree that you have not relied on any statements made by the Lead Manager Parties in relation to the Entitlement Offer and the Placement. Determination of eligibility of investors for the purposes of the Entitlement Offer and the Placement is determined by reference to a number of matters, including legal requirements and regulatory requirements, logistical and registry constraints and the discretion of the Company and the Lead Manager Parties. To the maximum extent permitted by law, the Company, the Lead Manager Parties (excluding the Underwriter), expressly disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion. The Lead Manager Parties may also hold interests in the securities of the Company or earn brokerage, fees or other benefits from the Company, including in relation to acting as lead manager of the Entitlement Offer and the Placement and underwriter of the Entitlement Offer. The engagement of the Lead Manager Parties by the Company is not intended to create any agency, fiduciary or other relationship between the Lead Manager Parties or any other investor. Competent Person – Mineral Hill Mineral Resource The information in this Prospectus that relates to the reporting of the Mineral Hill Mine Mineral Resource Estimate is based on and fairly represents, information and supporting documentation compiled by Mr. Stuart Hayward (BAppSc (Geology)) MAIG, who is a Member of the Australian Institute of Geoscientists. Mr. Stuart Hayward is a full-time employee of Kingston Resources Limited. Mr. Hayward has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking 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’ (the JORC Code). Mr. Hayward confirms that the information in this Prospectus is an accurate representation of the available data and studies for the material mining project and consents to the inclusion in this Prospectus of the matters based upon the information in the form and context in which it appears. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original report. Competent Person – Mineral Hill Ore Reserve The Competent Person signing off on the overall underground SOZ Ore Reserves Estimate is Mr Steven Weckert BE ME (Min) CP, of Australian Mine Design and Development Pty Ltd, who is a Member of the Australasian Institute of Mining and Metallurgy and who has sufficient relevant experience in operations and consulting for underground metalliferous mines. Mr Weckert consents to the inclusion in this Prospectus of the information pertaining to the Mineral Hill SOZ Ore Reserve in the form and context in which it appears. Metals equivalents This Prospectus quotes metal equivalent grades defined by the Company. Price assumptions used are based on market consensus forecasts with adjustments to account for reasonable prospects for eventual economic extraction (RPEEE), as guided by JORC reporting guidelines. Gold equivalent (AuEq) and copper equivalent (CuEq) conversion factors are used within this Prospectus and are calculated by multiplying the grades for each contributing metal by their respective metal price and recovery and dividing by the multiplication of the primary metal’s price and recovery (gold or copper for AuEq and CuEq respectively). Metallurgical recoveries are based on historical production (2010-2016) as well as recent metallurgical test work and are applied to the Resource and Reserve calculated grades for each commodity. The 2432078 - 32413649 6 Company is of the opinion that all the elements included in the metal equivalent calculations have a demonstrated potential to be recovered and sold. 2432078 - 32413649 7 Table of Contents 1. Investment summary..................................................................................................................10 2 Details of the Offer and Cleansing Offer ....................................................................................18 3 How to apply...............................................................................................................................22 4 Company Information.................................................................................................................27 5 Effect of the Entitlement Offer on the Company.........................................................................35 6 Risk factors.................................................................................................................................42 7 Additional information.................................................................................................................50 8 Definitions and glossary .............................................................................................................66 2432078 - 32413649 8 Chair’s letter 25 June 2026 Dear Shareholders, I would like to introduce this Prospectus and invite you to take up your Entitlement of New Shares in Kingston Resources Limited (Entitlement Offer). As announced on 18 June 2026, the Directors wish to provide the opportunity for Eligible Shareholders to invest in New Shares under the Entitlement Offer. The Entitlement Offer is a non-renounceable rights issue of 1 New Share for every 4 Shares held at an issue price of $0.035 per New Share (Issue Price), to raise approximately $8.47 million (before costs of the Entitlement Offer). The Issue Price represents a 12.5% discount to the Share price of $0.04 as at the close of trading on Thursday, 11 June 2026, being the last trading day prior the Company’s announcement on 18 June 2026 of the Placement and its intention to carry out the Entitlement Offer. As also announced on 18 June 2026, the Company has undertaken a placement of 125,714,286 new Shares (Placement Shares) to qualified institutional, sophisticated and professional investors, including the Company’s largest shareholder, Farjoy Pty Ltd, at the Issue Price, to raise a total of $4.4 million (before costs) (Placement). The Placement settled on 24 June 2026 with Shares having issued on 25 June 2026. Accordingly, Shares issued under the Placement are issued prior to the Record Date and recipients of those Placement Shares will be entitled to participate in the Entitlement Offer with respect to those Placement Shares. Funds from the Placement, Entitlement Offer, Kingston’s existing cash reserves and the incoming Misima payment on 11 July 2026 will be applied towards a 25,000m drilling program, plant expansion studies, redundancies and fleet demobilisations, care and maintenance costs, general working capital purposes and meet the costs of the Entitlement Offer as per the ASX announcement dated 11 June 2026. That work plan is focused on upgrading and expanding the existing Mineral Resource and Ore Reserve to support a longer mine life and larger production base to underpin a future operational restart. This will involve: • a 25,000m drilling program at Mineral Hill, comprising extensional, infill, step out and near mine exploration; and • progression of expansion studies for the existing processing facilities aimed at expanding the existing 350ktpa CIL and flotation processing facility, with most key permits and approvals held to enable expansion to 700ktpa. Some of the Directors intend to take up their entitlement to New Shares. Farjoy has also given a firm commitment to accept its Entitlement under the Entitlement Offer. A personalised Entitlement and Acceptance Form accompanies this Prospectus and sets out the number of New Shares you are entitled to subscribe for as an Eligible Shareholder (Entitlement). Entitlements to New Shares can be accepted in full or in part by making payment of Acceptance Money by BPAY® or EFT in accordance with the instructions set out below and on the Entitlement and Acceptance Form. Subscription money for the New Shares must be received by the Company at its Share Registry by the Closing Date. Please refer to the timetable for the important dates of the Offer. The Entitlement Offer is non-renounceable and therefore your Entitlements will not be tradeable on the ASX or otherwise transferable. Eligible Shareholders are able to apply for additional New Shares, up to a maximum of 100% of their Entitlement, as Top-Up Shares under the Shortfall Offer. Argonaut Securities Pty Limited is the Lead Manager of the Entitlement Offer and the Placement and Argonaut Corporate Finance Limited is the underwriter for the EntitlementSyntax Error: Unknown form type Offer. The Entitlement Offer is fully underwritten, with Farjoy Pty Ltd providing sub-underwriting of up to $4,315,090 in addition to its participation in the Placement and the acceptance of its Entitlements. 2432078 - 32413649 9 On behalf of the Directors, I invite you to consider this investment opportunity and thank you for your continued support. Yours sincerely, Mick Wilkes Chair Kingston Resources Limited 2432078 - 32413649 10 1. Investment summary The information set out in this section is not intended to be comprehensive and should be read in conjunction with the full text of this Prospectus. 1.1. The Entitlement Offer This Prospectus is for the non-renounceable rights issue of 241,910,936 New Shares at an issue price of $0.035 per New Share (Issue Price), on the basis of 1 New Share for every 4 Shares held by Eligible Shareholders as at the Record Date. The Entitlement Offer is an offer to Eligible Shareholders only. The Entitlement Offer is fully underwritten by Argonaut Corporate Finance Limited. The Issue Price represents a 12.5% discount to the Share price of $0.04 at the close of trading on 11 June 2026 (being the last trading day prior to the Company’s announcement on 18 June 2026 of the Placement and the intention to carry out the Entitlement Offer). As at the date prior to lodgement of the Prospectus, the closing price was $0.033. Eligible Shareholders who accept all of their Entitlement may apply for additional New Shares from the Shortfall under the Top-Up Facility (Top-Up Shares) up to a maximum of 100% of their Entitlement at the Issue Price (Top-Up Offer). The offer to issue Top-Up Shares under the Top-Up Facility is a separate offer under this Prospectus. On the same date as the lodgement of this Prospectus, the Company has applied to the ASX for the New Shares to be granted Official Quotation on the ASX. Official Quotation of the New Shares is expected to occur on or about Wednesday, 22 July 2026. The Directors may at any time decide to withdraw this Prospectus and the offer of New Shares made under this Prospectus, in which case the Company will return all applications moneys (without interest) within 28 days of giving notice of such withdrawal. 1.2. Placement On the date of this Prospectus, the Company issued 125,714,286 new Shares (Placement Shares) to qualified institutional, sophisticated and professional investors, including the Company’s largest Shareholder, Farjoy Pty Ltd, at the Issue Price to raise a total of approximately $4.4 million (before costs) (Placement). As the Placement Shares have been issued prior to the Record Date, the recipients of those Placement Shares will be entitled to participate in this Entitlement Offer with respect to those Placement Shares. 1.3. Shortfall Offer Entitlements not taken up under the Entitlement Offer will form the Shortfall and become available as Shortfall Shares. Shortfall Shares which are not allocated under the Top-Up Facility will be made available to institutional investors, sub-underwriters and the Underwriter (or nominees of the Underwriter) (Shortfall Offer). The offer to issue Shortfall Shares under the Shortfall Offer is a separate offer under this Prospectus. Shortfall Shares will be allocated in accordance with the allocation policy set out in section 3.4. Institutional investors will be able to apply for Shortfall Shares under the Shortfall Offer by invitation of the Company, Lead Manager or Underwriter. The Shortfall Offer is intended to facilitate the acceptance of applications for Shortfall Shares under the Shortfall Offer in accordance with the allocation policy set out in section 3.4. The Shortfall Offer will remain open until the Shortfall Offer closing date, currently anticipated to be 15 business days following the Closing Date (of the Entitlement Offer) but in any event no longer than 3 2432078 - 32413649 11 months after the Closing Date of the Entitlement Offer, subject to the Board’s discretion (including to close the Shortfall Offer at an earlier date). The Shortfall Offer period will extend past the date of the issue of the New Shares which would otherwise have been issued to Ineligible Shareholders as at the Record Date but are issued to the Nominee to attend to the sale of th