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KGL RESOURCES LIMITED Capital/Financing Update 2007

Apr 22, 2007

65179_rns_2007-04-22_f993d40c-bab5-4656-8fc1-2f9a1f866175.pdf

Capital/Financing Update

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KENTOR GOLD LIMITED

ABN 52 082 658 080 Corporate Office Level 3, 15 Queen Street Melbourne Victoria 3000 www.kentorgold.com Tel: +61 (3) 9621 1344 Fax: +61 (3) 9621 1544 E-mail: [email protected]

Kyrgyz Republic 235/2 Erkindik Prospect 720739 Bishkek

+996 (312) 621 389 Tel: $\text{Fax:}$ +996 (312) 665 759 E-mail: [email protected]

Kentor Diversifies into Uranium and Australia

Kentor Gold Limited ("Kentor") is pleased to announce the signing of a Heads of Agreement ("HOA") enabling Kentor to earn up to an $80\%$ interest in five Exploration Licence Applications, totalling 3,020 square kilometres, in the Dunmarra Basin of the Northern Territory ("Dunmarra ELA's").

The exploration targets within the Dunmarra ELA's are sandstone hosted and roll front uranium orebodies. Sandstone hosted deposits have produced over 80% of the total uranium ever mined in the USA, and are the basis of significant production in Analogous orebodies exist in South Australia at Beverley and Kazakhstan. Honeymoon.

Mr John Barr, Chairman of Kentor Gold Limited, noted that "this exciting new initiative signalled a further very important step in the diversification of Kentor's projects, both in a geographical and commodities sense. Together with the Company's flagship the Akbel gold exploration project and new geothermal licence areas, both in Kyrgyzstan, Kentor will now have a significant exploration presence in Australia, based upon a well proven and successful uranium exploration model."

Under the terms of the HOA, Kentor will incorporate a new wholly owned Australian subsidiary to be called Dunmarra Uranium Limited ("DUL"). Following execution of a DUL shareholders agreement, it is agreed that the current applicants for the Dunmarra ELA's ("Vendors") will transfer the Dunmarra ELA's into DUL's name. Concurrent with the completion of such transfer, Kentor will issue shares, equivalent to 45% of the issued capital of DUL to the Vendors. Kentor will retain ownership of the remaining 55%.

Additional background details

  • Concurrent with the completion of the transfer of the Dunmarra ELA's to DUL, 1. Kentor will:
  • $(a)$ contribute \$100,000 of equity to DUL: and
  • $(b)$ issue 1 million fully paid ordinary Kentor shares to the Vendors.
  • $2.$ Upon the granting of each Dunmarra ELA, Kentor will issue a further 0.5 million fully paid ordinary shares in Kentor to the Vendors and contribute a further \$180,000 of equity to DUL, in consideration of the issue of further DUL shares in the proportions Kentor 55% and the Vendors collectively 45%.
  • $3.$ In addition, Kentor will fund up to a further \$4,000,000 of exploration and other expenditure by DUL (\$2m in each of years 2 and 3 unless agreed otherwise), on the basis that the geological results or projections justify such expenditure.
  • $4.$ At any time, Kentor will have the sole option to increase its equity in DUL to 80% by its further subscription for shares in DUL to fund \$5m of expenditure on the Dunmarra ELA's (or pro rata if all of those 5 tenements are not granted).

    1. Kentor and the Vendors are to agree a definition of an area of influence for DUL in the Dunmarra Basin and both parties agree that they will not independently, or through related parties, seek to acquire any further mineral assets in the agreed Dunmarra Basin area without offering them to DUL at cost.
    1. A condition precedent will be the completion of a capital raising by Kentor, for which Kentor is seeking shareholder approval at its Annual General Meeting on 24 May 2007. Subject to shareholder approval, it is currently envisaged that the capital raising will be completed by 31 August 2007.

For further enquires please contact: John Barr Chairman OR Mobile: 0412 939 550

Bruce Paterson Company Secretary Mobile: 0412 064 374

Company background: Kentor Gold Ltd is a listed Australian (ASX code "KGL") specialist gold explorer currently focussed on the highly prospective Tien Shan belt in the Kyrgyz Republic in Central Asia. Kentor is undertaking an aggressive gold exploration program around the Centerra owned Kumtor gold mine together with an active and successful project generation program elsewhere in the Kyrgyz Republic. For further information on Kentor visit www.kentorgold.com