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KGL RESOURCES LIMITED Capital/Financing Update 2009

Sep 9, 2009

65179_rns_2009-09-09_7a428909-3abe-4a23-8dc6-5c3faae7a800.pdf

Capital/Financing Update

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ASX / MEDIA RELEASE

10 September 2009

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KENTOR GOLD LTD

ACN 082 658 080

Issued Share Capital

Kentor Gold Ltd (ASX Code:KGL) advises that following a successful share placement of 12.45 million fully paid ordinary shares, the current issued capital of the Company comprises:

  • 121,238,129 fully paid ordinary shares

  • 7,100,000 unlisted options.

The Company relies on section 708A(5) of the Corporations Act 2001 (Act) in respect of the issue of the shares.

The Company gives notice under paragraph (5) (e) of section 708A of the Act that:

  1. The Company issued the shares without disclosure to the placees under Part 6D.2 of the Act;

  2. As at the date of this notice the Company has complied with:

  3. (a) the provisions of Chapter 2M of the Act (as applicable to the Company); and

  4. (b) section 674 of the Act; and

  5. As at the date of this notice there is no excluded information (as defined in section 708A(7) of the Act) which is required to be disclosed by the Company

About the Company:

Kentor Gold Limited (ASX Code: KGL) is an Australian-based company formed in 1998 as a specialist gold explorer. The Company was listed on the Australian Securities Exchange (ASX) in March 2005 and has diversified into exploration for gold, geothermal energy and base metals in Central Asia where it has highly regarded, established local management.

– Kentor is considering the development of two gold mines in the Kyrgyz Republic

  • At Andash over which Kentor has an option to purchase an 80% interest, and

  • At Savoyardy over which Kentor has an option to purchase 100% of the project. Kentor has completed a pre-feasibility study to examine the potential for bringing the Savoyardy gold project into early production with mine start-up targeted for 2010.

For further information contact:

Simon Milroy Managing Director Kentor Gold Ltd Phone: + 61 (0) 7 3121 3206 Mobile: + 61 (0) 448 851 575

Registered Office Level 36 Riparian Plaza, 71 Eagle St Brisbane 4000 Phone: 61 (0) 7 3121 3206

Kyrgyz Republic Office 11-12/92 Kievskaya Street , Bishkek Kyrgyz Republic 720026 Phone: +996 312 660 280

1

www.kentorgold.com.au

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Kentor Gold Limited

ABN

52 082 658 080

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to Ordinary Shares be issued 2 Number of[+] securities issued or 12 450 000 to be issued (if known) or maximum number which may be issued 3 Principal terms of the[+] securities Fully paid shares (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in Yes all respects from the date of allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration $0.04/ share 6 Purpose of the issue Issue of capital to raise funds for (If issued as consideration for the  Due Diligence of Andash Project acquisition of assets, clearly  Development of Savoyardy Project identify those assets)  Ongoing Corporate costs 7 Dates of entering +securities 10/09/09 into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 121,238,129 Ordinary Shares +securities quoted on ASX ( including the securities in clause 2 if applicable)

  • See chapter 19 for defined terms.

Appendix 3B Page 2

24/10/2005

Appendix 3B New issue announcement

Number +Class 9 Number and +class of all 7,100,000 Unlisted Options +securities not quoted on ASX over shares ( including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

  • 11 Is security holder approval required?

  • 12 Is the issue renounceable or nonrenounceable?

13 Ratio in which the+securities
will be offered
14 +Class of+securities to which the
offer relates
15 +Record
date
to
determine
entitlements
16 Will
holdings
on
different
registers (or subregisters) be
aggregated
for
calculating
entitlements?
17 Policy for deciding entitlements
in relation to fractions
18 Names of countries in which the
entity has+security holders who
will not be sent new issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19 Closing
date
for
receipt
of
acceptances or renunciations
20 Names of any underwriters
  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

21 Amount of any underwriting fee
or commission
22 Names of any brokers to the
issue
23 Fee or commission payable to the
broker to the issue
24 Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of+security holders
25 If the issue is contingent on
+security holders’ approval, the
date of the meeting
26 Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent
to persons entitled
27 If the entity has issued options,
and the terms entitle option
holders
to
participate
on
exercise, the date on which
notices will be sent to option
holders
28 Date rights trading will begin (if
applicable)
29 Date rights trading will end (if
applicable)
30 How do+security holders sell
their entitlements_in full_through
a broker?
31 How do+security holders sell
part
of
their
entitlements
through a broker and accept for
the balance?
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

  • 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

  • 33 +Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • 34 Type of securities ( tick one )

  • (a) Securities described in Part 1

  • (b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

  • 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

  • 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000

  • 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

  • 37 A copy of any trust deed for the additional[+] securities

  • See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted +quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

............................................................ ( ~~Director~~ /Company secretary)

Date: .....10/09/09....

Print name: ..Kylie Anderson..........................................

== == == == ==

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7