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KGL RESOURCES LIMITED Capital/Financing Update 2012

Jul 22, 2012

65179_rns_2012-07-22_9af2ed07-ca21-49d9-bfcf-99c7457f5e03.pdf

Capital/Financing Update

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Kentor Gold Ltd ACN 082 658 080

CLEANSING NOTICE UNDER SECTION 708A(5)(E) AND 708A(6) OF THE CORPORATIONS ACT

This notice is given by Kentor Gold Ltd (“ Company ”) under section 708A(5)(e) and 708A(6) of the Corporations Act 2001 (Cth) (“ Act ”).

On 17 July 2012, the Company announced a placement of 10,000,000 shares (“ Placement Shares ”) to sophisticated and professional investors (“ Placement Shareholders ”) to raise $6.2 million at 62c per share. (“ Placement ”).

In making the Placement, the Company relies on section 708A(5) of the Act and gives notice under sections 708A(5)(e) and 708A(6) of the Act of the following details:

  1. the Placement Shares were issued without disclosure under Part 6D.2 of the Act;

  2. this notice is being given under section 708A(5)(e) of the Act;

  3. as at the date of this notice, the Company has complied with:

    • (a) the provisions of Chapter 2M of the Act as they apply to the Company; and

    • (b) section 674 of the Act; and

  4. as at the date of this notice, there is no excluded information, apart from that disclosed below, of the type referred to in sections 708A(7) and 708A(8) of the Act.

Disclosure Items

  • i. The Company is currently in negotiations with a third party with a view to entering into a Joint Venture arrangement in relation to Bashkol Tenement in the Kyrgyz Republic. The agreement, if completed, will require the third party to fund the exploration and development costs in relation to the Bashkol tenement in exchange for part ownership in the project (“Farm-in”). The terms and conditions of this transaction are yet to be finalised.

  • ii. The Company has entered into a sale agreement with the original supplier of the two Ball Mills purchased for the Andash project. The Company intends to re-purchase the equipment at the appropriate stage in the project’s development.

  • iii. As a result of KMP increasing its holding in the Company to 19.9% following the placement, the Board has invited KMP to appoint a suitable director to its Board. KGL will keep Shareholders informed of any new directors appointed to the Board.

Yours sincerely,

KENTOR GOLD LTD