Announcement PDF ASX/Media Announcement 16 December 2024 SHARE PURCHASE PLAN OPENS Kingston Resources Limited (ASX:KSN) (“Kingston” or “Company”) is pleased to announce that the Share Purchase Plan (“SPP”) is now open. As announced on 9 December 2024, the Company is offering all existing eligible shareholders the opportunity to subscribe for Kingston shares between $2,000 and $30,000 at $0.075 per share without paying any brokerage costs, commissions or other transaction costs. The SPP will be open to those shareholders of the Company on the share register as of 5:00pm (AEDT) on Friday, 6 December 2024 (“Record Date”) who have registered addresses in Australia, New Zealand, or in limited circumstances, Germany). Participation is optional. Attached is a letter which is being dispatched to Eligible Shareholders today. Also attached is the SPP offer booklet (containing full details of the SPP) and a sample application form. Eligible Shareholders who have any questions regarding the SPP contact the Offer Information Line between 8.30am and 7.00pm (AEDT), Monday to Friday at 1300 288 664 (within Australia) and +61 2 9698 5414 (international). This announcement has been approved for release by the board of Kingston Resources Limited. ASX: KSN Shares on Issue: 793M Market Cap: A$60M Cash: A$5M (30 Nov 2024) 202/201 Miller Street, North Sydney, NSW 2060 +61 2 8021 7492 info@kingstonresources.com.au www.kingstonresources.com.au @KSNResources www.kingstonresources.com.au ACN 009 148 529 Share Purchase Plan Letter to Eligible Shareholders 16 December 2024 Dear Shareholders Invitation to participate in Share Purchase Plan On behalf of the board of Kingston Resources Limited (ASX: KSN) (“Kingston” or “Company”), I am pleased to offer you the opportunity to participate in the Kingston share purchase plan (“SPP”) which was announced on 9 December 2024. The SPP provides you with an opportunity to acquire between $2,000 and $30,000 worth of Kingston ordinary shares (“SPP Shares”) at $0.075 per SPP Share (“Offer Price”), without paying any brokerage costs, commissions or other transaction costs. Under the SPP, Kingston intends to raise $2 million. The SPP is fully underwritten to $2 million by Delphi Unternehmensberatung Aktiengesellschaft, an existing shareholder and institutional investor (“Underwriter”). The Company reserves the right to scale back applications at its absolute discretion. The SPP is part of a broader capital raise being undertaken by the Company. As announced to ASX on 9 December 2024, the Company has received firm bids to raise $8.4 million (before costs) in a placement offer to eligible institutional, sophisticated and professional investors (“Placement”). Shares under the Placement were issued at the same price as the Offer Price. Proceeds from the Placement and SPP will be used to accelerate the exploration strategy at the Mineral Hill mine to grow the resource base and underpin Kingston’s target to double Mineral Hill production and for working capital purposes. SPP Offer Booklet The SPP is subject to the terms and conditions set out in the SPP offer booklet (“Offer Booklet”). A copy of the Offer Booklet was lodged with ASX today. The Company encourages you to carefully read the Offer Booklet in full before making your investment decision, noting that you will be bound by the terms and conditions in the Offer Booklet and attached application form (“Application Form”) if you choose to participate. A copy of the Offer Booklet and instructions on how to apply for the SPP and submit your payment is available via Automic investor portal at https://investor.automic.com.au/#/home. Eligible Shareholders Participation in the SPP is entirely voluntary. The SPP offer is open to all shareholders registered as holders of the fully paid ordinary shares of the Company as at 5.00pm (AEDT) 6 December 2024 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 SPP offer. 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. 202/201 Miller Street, North Sydney, NSW 2060, +61 2 8021 7492, info@kingstonresources.com.au 1 The law prescribes that a shareholder may only subscribe for up to a maximum of $30,000 worth of SPP 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 SPP Shares in those registered names even if an Eligible Shareholder separately receives an Offer. Certain Eligible Shareholders who are custodians holding shares on behalf of certain beneficiaries are also invited to participate in the SPP on the terms and conditions set out in the Offer Booklet. About the SPP Pursuant to the SPP, Eligible Shareholders may apply for a maximum of $30,000 worth of SPP Shares by selecting one of the following options: Offer Application amount Number of New Shares A $2,000 (minimum) 26,666 B $5,000 66,666 C $10,000 133,333 D $15,000 200,000 E $20,000 266,666 F $25,000 333,333 G $30,000 (maximum) 400,000 The above table summarises the number of SPP Shares that would be issued for different application amounts (assuming there is no scale-back of applications). Where the amount applied for results in a fraction of a share, the number of SPP Shares issued will be rounded down to the nearest whole number. All SPP Shares issued under the SPP will rank equally with existing ordinary shares. The Offer Price of $0.075 per SPP Share represents a discount of: • 16.7% discount to the last closing price on the ASX of the Company’s shares prior to the Record Date; and • 14.7% discount to the 5-day volume weighted average price of the Company’s shares on the ASX up to 5 December 2024. If the total applications received from Eligible Shareholders exceeds $2 million, the Company reserves the right to scale-back any application as it, in its absolute discretion, sees fit. If your application is scaled-back, excess application monies received will be returned without interest or handling charges. How to apply 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 Australia dollars in accordance with the instructions on the Application Form. Applicants cannot make payment by cash, cheques or money orders. 2 202/201 Miller Street, North Sydney, NSW 2060, +61 2 8021 7492, info@kingstonresources.com.au 1. ONLINE - The SPP Offer Booklet and personalised Application Form can be accessed via: https://investor.automic.com.au/#/home 2. PAPER - Request a paper copy of the SPP Offer Booklet and the personalised Application Form by contacting the Company’s Share Registry, Automic on 1300 288 664 (within Australia) or: +61 2 9698 5414 (outside Australia). To download your Application Form, you have the following 3 choices: I already have an online account with the Automic Share registry I don’t have an online account with Automic and wish to register for one I don’t have an online account with Automic – but wish to use Automic for this Offer only https://investor.automic.com.au https://investor.automic.com.au/#/signup Select: "Existing Users Sign In". Select “Kingston Resources Limited” from the dropdown list in the ISSUER field. https://investor.automic.com.au/#/lo ginsah Once you have successfully signed in, click on "Documents and Statements". Enter your holder number SRN / HIN (from your latest Holding Statement). Enter a single identifying word from your holder name. Enter your Postcode (Australia) or Country of Residence (Outside Australia). Tick box "I am not a robot", then click Next and complete the prompts. Download the Offer Document and Entitlement and Acceptance Form. Submit your payment using the payment details provided on your personalised application form. Once you have successfully signed in, click on "Documents and Statements". Download the Offer Document and Entitlement and Acceptance Form. Submit your payment using the payment details provided on your personalised application form. Do not return your application form. Do not return your application form. Select “Kingston Resources Limited” from the dropdown list in the ISSUER field. Enter your holder number SRN / HIN (from your latest Holding Statement). Enter a single identifying word from your holder name. Enter your Postcode (Australia) or Country of Residence (Outside Australia). Tick box "I am not a robot", then click Next and complete the prompts. Once you have successfully signed in, click on "Documents and Statements". Download the Offer Document and Entitlement and Acceptance Form. Submit your payment using the payment details provided on your personalised application form. Do not return your application form. Payment must be received by the share registry by 5:00pm (AEDT) on Wednesday, 15 January 2025. 3 202/201 Miller Street, North Sydney, NSW 2060, +61 2 8021 7492, info@kingstonresources.com.au Key Dates Event Date Record Date Friday, 6 December 2024 SPP Offer announced Monday, 9 December 2024 Opening Date Monday, 16 December 2024 Closing Date Wednesday, 15 January 2025 Announcement of SPP results, Issue of SPP Shares Wednesday, 22 January 2025 Quotation of SPP Shares on ASX, Despatch of Holding Statements Thursday, 23 January 2025 Important: Investment Risk The market price of the Company’s securities may rise or fall between the date of the SPP offer and when SPP Shares are issued. Any movement will not affect the price or number of the SPP Shares offered to each Eligible Shareholder under the SPP. If the price of the Company’s securities fall between the date of the SPP offer and when SPP Shares are issued, the price at which the Company’s shares are traded on ASX may be less than the Offer Price. Each Eligible Shareholder should seek independent advice from their financial or other professional advisors before applying for SPP Shares under the SPP. The Offer Booklet and the Application Form set out the terms and conditions of the Offer under the SPP. By applying for SPP 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 the Offer Booklet. Further enquiries Shareholders who require further information about the Offer, please contact the Share Registry, Automic on 1300 288 664 or +61 2 9698 5414 between 8.30am and 7.00pm (AEDT), Monday to Friday or email corporate.actions@automicgroup.com.au. Yours faithfully Mick Wilkes Non-Executive Chair 4 202/201 Miller Street, North Sydney, NSW 2060, +61 2 8021 7492, info@kingstonresources.com.au KINGSTON RESOURCES LIMITED ACN 009 148 529 SHARE PURCHASE PLAN OFFER BOOKLET 16 December 2024 An offer for Eligible Shareholders to purchase a parcel of shares at $0.075 (7.5 cents) per share up to a maximum value of $30,000 (400,000 shares) Closing Date: 5:00pm (AEDT) 15 January 2025 (unless closed earlier) 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 Booklet. If you do not understand its contents, you should consult your professional adviser. This Offer is on a ‘first come, first accepted’ basis. NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES IMPOTRANT NOTICES This Offer Booklet and enclosed personalised Acceptance Form have been prepared by the Company. The information in this document is dated 16 December 2024. terms and conditions of the SPP specified in the Application Form and this Offer Booklet. No party other than the Company has authorised or caused the issue of the information in this document, or takes any responsibility for, or makes any statements, representations or undertakings about the information in this document. The laws of some countries prohibit or make impracticable participation in the SPP by certain overseas Shareholders. Accordingly, the Company has determined that it is not practical for Shareholders who are not a resident in Australia, New Zealand, or in some cases, Germany (see section 10). The SPP does not constitute an offer of SPP Shares for sale in any other jurisdiction. You should read the information in this document carefully and in its entirety before you decide whether to apply for SPP Shares. You should consider the Company’s other periodic and continuous disclosure announcements, annual reports and full year statutory accounts, current and historical share price, and any other Company announcements. This information may be obtained from sources including the Company’s website www.kingstonresources.com.au or the ASX website at www.asx.com.au. This Offer has been made in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, which enables the company to issue SPP Shares without a prospectus or other disclosure document. Important: Investment Risk The market price of the Company’s securities may rise or fall between the date of this Offer and when SPP Shares are issued. Any movement will not affect the price or number of the SPP Shares offered to each Eligible Shareholder under the SPP. If the price of the Company’s securities fall between the date of this Offer and when SPP Shares are issued, the price at which the Company’s shares are traded on ASX may be less than the Offer Price. Each Eligible Shareholder should seek independent advice from their financial or other professional advisors before applying for SPP Shares under the SPP. This Offer Booklet and the Application Form set out the terms and conditions of the Offer under the SPP. By applying for SPP Shares, you agree to be bound by the Constitution of the Company and the Offering restrictions Not for Distribution in the United States The SPP Shares offered and issued under this Offer Booklet have not been and will not be registered under the US Securities Act 1933 (“Securities Act”) or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States, except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and applicable securities laws of any state or other jurisdiction in the United States. If you are acting for the account or benefit of a person in the United States, you are not permitted to apply for or acquire SPP Shares for, or for the account of benefit of, that person. Important Information for Eligible Shareholders in New Zealand The SPP Shares are not being offered or sold to the public within New Zealand other than to existing Shareholders with a registered address in New Zealand to whom the offer of SPP Shares is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016. This Offer Booklet has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (NZ). 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. THE OFFER AT A GLANCE KEY DATES* Event Date Record Date Friday, 6 December 2024 SPP Offer announced Monday, 9 December 2024 Opening Date Monday, 16 December 2024 Closing Date Wednesday, 15 January 2025 Announcement of SPP results, Issue of SPP Shares Wednesday, 22 January 2025 Quotation of SPP Shares on ASX, Despatch of Holding Statements Thursday, 23 January 2025 *Kingston Resources Limited has the discretion to alter Key Dates above without notice. OFFER DETAILS Item Detail What is the SPP? The SPP gives Eligible Shareholders the opportunity to subscribe for up to $30,000 worth of SPP Shares at the Offer Price without incurring brokerage or other transaction costs, subject to the terms of this Offer Booklet. Participation in the SPP is entirely voluntary. The Company intends to raise $2 million under the SPP. The SPP is fully underwritten (to $2 million) by Delphi Unternehmensberatung Aktiengesellschaft, an existing shareholder and institutional investor. (“Underwriter”) Offer Price $0.075 (7.5 cents) per SPP 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 14.7% discount to the 5-day volume weighted average price of the Company’s shares on the ASX up to 5 December 2024. Eligible Shareholders Shareholders registered as holders of the fully paid ordinary shares of the Company as at 5.00pm (AEDT) on the Record Date 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 section 10 for the eligibility criteria. Minimum Application Amount The minimum application amount is $2,000 (26,666 shares). Maximum Application Amount The maximum application amount is $30,000 (400,000 shares). Permitted Application Amounts Each Eligible Shareholder is entitled to purchase a parcel of SPP Shares valued at any of: • $2,000 (26,666 shares) • $5,000 (66,666 shares) • $10,000 (133,333 shares) • $15,000 (200,000 shares) • $20,000 (266,666 shares) • $25,000 (333,333 shares) • $30,000 (400,000 shares) **the number of SPP Shares issued will be rounded down to the nearest whole share. Fractions of a share will not be issued. 1. SHARE PURCHASE PLAN As announced on 9 December 2024, Kingston Resources Limited (ASX:KSN) (“Company”) is offering an opportunity for Eligible Shareholders of the Company to purchase additional fully paid ordinary shares in the Company (“SPP Shares”) without brokerage, commission or transaction costs being payable in respect of the application for, and issue of, SPP Shares. All SPP Shares issued under this Share Purchase Plan (“SPP”) will rank equally with existing fully paid ordinary shares of the Company and will carry the same voting rights and other entitlements. The SPP Shares issued under this SPP will be listed on ASX. Important: Investment Risk The market price of the Company’s securities may rise or fall between the date of this Offer and when SPP Shares are issued. Any movement will not affect the price or number of the SPP Shares offered to each Eligible Shareholder under the SPP. If the price of the Company’s securities fall between the date of this Offer and when SPP Shares are issued, the price at which the Company’s shares are traded on ASX may be less than the Offer Price. Each Eligible Shareholder should seek independent advice from their financial or other professional advisors before applying for SPP Shares under the SPP. This Offer Booklet and the Application Form set out the terms and conditions of the Offer under the SPP. By applying for SPP 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 this Offer Booklet. 2. NUMBER OF SHARES TO BE ISSUED AND PRICE The Company intends to issue up to 26,666,667 SPP Shares under the SPP at a price of $0.075 (7.5 cents) per SPP Share (“Offer Price”) to raise approximately $2 million. The Offer is underwritten to a total of $2 million by the Underwriter (see section 4). The Company may scale-back Applications at its discretion. The Offer Price represents a 14.7% 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 Thursday, 5 December 2024, which was the last day of trading shares on ASX prior to the Company’s announcement of the SPP on Friday, 6 December 2024. The Company has also raised $6 million from institutional investors under a placement announced to the market on 16 December 2024 (“Placement”). Shares were issued under the Placement at the same price as the Offer Price. KSN currently has 793,867,685 fully paid ordinary shares on issue. This includes 85,333,334 shares placed to institutional investors under the Placement. The Company also has 62,668,066 unlisted options and 130,440,452 Warrants currently on issue. Applications will be dealt with on a ‘first come, first accepted’ basis and will not be able to be withdrawn or revoked once made. 3. USE OF FUNDS The funds raised from the Offer and the Placement will be used 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. Please see the following announcements on ASX for more information on Mineral Hill at https://www.asx.com.au/markets/trade-our-cash-market/announcements.ksn: 30 September 2024 – “Six Year Mine Life at Mineral Hill” 19 September 2024 – “Refurbished Processing Plant Reaches Full Capacity” 23 August 2024 – “First Gold from New Pit and Refurbished Plant” 4. UNDERWRITING The Offer is underwritten to the amount of $2 million (before costs) by the Underwriter. The Underwriter and the Company have entered into an underwriting agreement dated 6 December 2024 (“UWA”) which sets out the basis on which the Underwriter has agreed to underwrite the Offer (“Underwritten Amount”). Under the terms of the UWA, on completion of the Offer, in consideration for the Underwriting agreeing to underwrite the Offer, the Company will pay an underwriting fee equaling 6% of the Underwritten Amount ($120,000). The Underwriter may terminate the UWA at any time prior to completion of the Offer if certain termination events occur, including any of the following: (Adverse change) there is an adverse change, or an event occurs that is likely to give rise to an adverse change, in the business, assets, liabilities, financial position or performance, operations, management, outlook or prospects of the company or the group (in so far as the position in relation to any entity in the group affects the overall position of the company). (Application) there is an application to a governmental agency (including the Takeovers Panel) for an order, declaration (including unacceptable circumstances) or other remedy in connection with the offer (or any part of it), except in circumstances where the existence of the application has not become public and has been withdrawn, discontinued or terminated by the date that is the earlier of: - the business day immediately preceding the issue date; or - the date that is 3 business days after the application, hearing, inquiry, investigation, prosecution or notice is commenced or received. (ASIC Action) ASIC: - applies for an order under Part 9.5 of the Corporations Act in relation to the offer, the issue of the new shares or any offer document; - holds, or gives notice of intention to hold, a hearing, inquiry or investigation in relation to the offer, the issue of the new shares or any offer document under the Corporations Act or the Australian Securities and Investments Commission Act 2001 (Cth); - - - prosecutes or gives notice of an intention to prosecute, or commences proceedings against, or gives notice of an intention to commence proceedings against, the company or any of its officers, employees or agents in relation to the Offer, the issue of the new shares or any offer document under the Corporations Act or the Australian Securities and Investments Commission Act 2001 (Cth), except in circumstances where the existence of the application, hearing, inquiry, investigation, prosecution or notice has not become public, and it has been withdrawn by the date that is the earlier of: the business day immediately preceding the issue date; or the date that is three business days after the application, hearing, inquiry, investigation, prosecution or notice is commenced or received. (ASX approval) unconditional approval (or conditional approval, provided such condition would not have a material adverse effect on the success or settlement of the offer) by ASX for official quotation of the new shares is refused or is not granted by the time required to issue the relevant new shares in accordance with the timetable or, if granted, is modified (in a manner which would have a material adverse effect on the success or settlement of the offer) or withdrawn. (Authorisations) any: - material licence, lease, permit, concession, tenement, authorisation or concession of the Group (Authorisation) is, or is likely to be, invalid, revoked or unenforceable, including as a result of the introduction of new legislation in the relevant jurisdiction; or - Authorisation is breached or not complied with in a material respect. (Breach of warranty or undertaking) a representation, warranty or undertaking given by the company under the agreement is breached by the company or is or becomes false, inaccurate or incorrect when made or as at the date it is deemed given under this agreement. (Company default under this Agreement) there is a default by the company in the performance of any of its obligations under the agreement and that failure is not remedied to the satisfaction of the underwriter within 5 business days after being given notice of the breach by the underwriter. (Compliance) the company commits a breach of the Corporations Act, ASX Listing Rules, the Constitution, or other applicable laws or its Constitution. (Certificate) a certificate which is required to be furnished by the company under the agreement is not furnished when required, or if furnished is untrue, incorrect or misleading or deceptive in any material respect (including by omission). (Change in law) there is introduced into the Parliament of the Commonwealth of Australia or any State or Territory of Australia a law or prospective law or any new regulation is made under any law, or a governmental agency or the Reserve Bank of Australia adopts a policy, or there is an official announcement on behalf of the Government of the Commonwealth of Australia or any State or Territory of Australia or a governmental agency that such a law or regulation will be introduced or policy adopted (as the case may be) (other than a law or policy that has been announced before the date of the agreement), any of which does or is likely to prohibit or regulate the offer or adversely affects the group. (Conduct) the company or any of its directors or officers engages in misleading or deceptive conduct or activity in connection with the offer. (Disruption in financial markets) any of the following occurs: - general moratorium on commercial banking activities in Australia, New Zealand, the United States, Japan, Singapore or the United Kingdom (together, the Specified Jurisdictions) is declared by the relevant central banking authority in any of those countries, or there is a material disruption in commercial banking or security settlement or clearance services in any of those countries; or - 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 a material respect; or - the occurrence of any other adverse change or disruption to financial, political or economic conditions, currency exchange rates or controls or financial markets in a Specified Jurisdiction, or any change or development involving such a prospective adverse change in any of those conditions or markets. (Gold price fall) the price of gold by reference to spot A$ gold price referenced on Bloomberg under reference "XAUAUD Currency" falls to a level which is 15.0% or more below the level of that price on the close of trading on the business day before the date of the agreement and closes at or below that level on: - any two consecutive business days on or before the business day immediately prior to the issue date; or - at the close of trading on the business day immediately prior to the issue date. (Market Fall) the S&P/ASX Mining and Metals Index falls to a level which is 15.0% or more below the level of that index on the close of trading on the business day before the date of the agreement and closes at or below that level on: - any two consecutive business days on or before the business day immediately prior to the issue date; or - at the close of trading on the business day immediately prior to the issue date. (Hostilities) major hostilities not existing at the date of this agreement commence (whether war has been declared or not) or a major escalation in existing hostilities occurs (whether war has been declared or not) involving any one or more of the Specified Jurisdictions, or a national emergency is declared by any one or more of the Specified Jurisdictions, or a major terrorist act is perpetrated anywhere in the world. (Insolvency) an insolvency event occurs with respect to the company or any related corporation. (Judgment) a judgment in an amount exceeding $100,000 is obtained against the company or any of its related corporations and is not set aside or satisfied within 15 Business Days. (Legal proceedings) legal proceedings against the company, any other group member or against any director of the company or any other group member in that capacity is commenced or any regulatory body commences any enquiry or public action against a group member. (Listing) the company ceases to be admitted to the official list of ASX or the securiti