KGL RESOURCES LIMITED — Board/Management Information 2021

Jul 4, 2021

www.kglresources.com.au 7/167 Eagle Street St Brisbane, 4000

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5 July 2021

Appointment of Chief Executive Officer and Non-Executive Director

• Simon Finnis appointed KGL Chief Executive Officer to lead the development of the Jervois Copper Project.

• Steve Mallyon appointed Non-Executive Director.

Chief Executive Officer Appointment

KGL Resources Limited ( KGL or the Company ) ( ASX Code: KGL ) is pleased to announce the appointment of Simon Finnis as Chief Executive Officer, effective from 5 July 2021.

Mr Finnis brings over 30 years of global mining experience across a range of roles. Most recently Mr Finnis held the position of Managing Director and CEO of Metro Mining Limited (ASX:MMI). Mr Finnis has held a number of management and operational roles in mining in Australia and internationally including CEO of Grande Cote Operations during its development and into the operating phase in Senegal, West Africa, and Managing Director of Cloncurry Metals Limited (renamed Global Resources Corporation Limited). Mr Finnis holds a Master of Business and Technology.

The board is delighted to have secured the services of Mr Finnis and his appointment lifts KGL’s executive leadership to the high levels now required to progress the Jervois Copper Mine Project through development and production. KGL is in the final pre-development stages at Jervois, completing a Feasibility Study and in discussions on project financing.

Announcing the appointment of Mr Finnis as CEO, Mr Wood said:

“We are fortunate to secure the services of Mr Finnis whose record of successful mine development and mine management aligns closely with the task ahead in bringing Jervois into production. His extensive experience in all aspects of developing and operating mines is particularly relevant to KGL at this time.”

The major terms of the contract with Mr Finnis as CEO are provided in the Appendix to this announcement.

Non-Executive Director Appointment

As part of the Board’s efforts to continue to refresh talent and add relevant knowledge in support of KGL’s strategy, the Board is pleased to announce the appointment of Mr Steve Mallyon as a non-executive director. Mr Mallyon provides significant development experience as the Jervois project progresses towards development.

Mr Mallyon has spent more than 35 years in the mining and construction materials industry as well as establishing Royal Bank of Canada’s investment banking operation in Sydney. He has extensive operational and corporate finance experience with direct management of mining and development projects in Australia, Africa, South America and Asia. Mr Mallyon has worked for major mining companies in senior roles at M.I.M. Holdings Limited, RGC Limited and Billiton Plc. He was previously a Director of N.M. Rothschild (Australia), Managing Director of RBC Capital Markets (Australia) and Managing Director of Riversdale Mining Limited and subsequently Riversdale Resources Limited.

This announcement has been authorised by the KGL’s Board of Directors.

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Appendix 1	Appendix 1
Remuneration	Salary$450,000 per annum including superannuation.
Grant of options	The incentive will involve the grant of options to acquire ordinaryshares in KGL Resources Limited.
Option details	KGL will grant two tranches of options to the CEO or a nominee entity(such as a family trust) that the CEO control as follows:Tranche 1 – 293,500 optionsTranche 2 – 293,500 optionsThe options will be subject to vesting, adjustment and forfeiture asset out below.Options may only be exercised if they have vested in accordancewith the following criteria:Tranche 1 – on achieving successful final investmentdecision for the Jervois project on time and on budget basedon criteria approved by the board of KGL Resources Limited.Tranche 2 - constructing the mine for the Jervois project andachieving first production (1000t), on time and on budgetunder the conditions approved by the board of KGLResources Limited.
Forfeiture of options	Unless the board of KGL Resources Limited determines otherwise,the options will immediately lapse if the CEO ceases to be employedby KGL Resources Limited.If, in the opinion of the board of KGL Resources Limited, a significantsafety, environmental or social incident occurs, the board of KGLResources Limited may determine that the options will lapse.In respect of the Tranche 1 options – unless the board of KGLResources Limited determines otherwise, 58,700 will lapse for eachmonth that a successful final investment decision for the Jervoisproject is delayed beyond the time approved and set by the board ofKGL Resources Limited.In respect of the Tranche 2 options - unless the board of KGLResources Limited determines otherwise, 58,700 will lapse for eachmonth that the construction of the mine for the Jervois project andfirst production (1000t) is delayed beyond the time approved and setby the board of KGL Resources Limited.

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Termination Termination on notice KGL may terminate the CEO’s employment by giving six months’ notice of termination in writing; and The CEO must give KGL three months’ notice of termination in writing. Immediate termination KGL may terminate the CEO employment without notice if KGL has reasonable grounds to suspect that the CEO has engaged in serious misconduct, which has its ordinary meaning at law, and includes:  dishonesty, assault, theft or fraud;  misrepresentation of qualifications or employment history;  wilfully disobeying a lawful and reasonable direction;  engage in conduct that causes, or may cause, imminent and serious risk to the health or safety of a person or the reputation, viability or profitability of the business;  being charged with an offence that, in KGL’s reasonable opinion, affects the CEO’s suitability for the Position or is likely to reflect adversely on the Company; or  demonstrate gross neglect of duty or incompetence. Termination Benefit The CEO will be entitled to the Termination Benefit if employment is terminated because of:  the redundancy of the CEO Position; or  a Material Change in Duties. If employment is terminated in one of these circumstances the CEO will be entitled to payment of an amount equivalent to six months’ Salary less the amount the CEO is paid in lieu of notice of termination. For example, if the CEO is paid six months’ Salary in lieu of notice, the CEO will not receive any Termination Benefit under this clause.

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