KGL RESOURCES LIMITED — Capital/Financing Update 2015

Dec 28, 2015

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CAPITAL RAISING PRESENTATION

December 2015

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Important notices and disclaimers

No reliance:

This capital raising presentation is a document that has been prepared by KGL Resources Limited ( KGL ) for the purpose of providing a company and technical overview to interested investors. None of KGL, nor any of its related bodies corporate, their respective directors, partners, employees or advisers or any other person ( Relevant Parties ) makes any representations or warranty to, or takes responsibility for, the accuracy, reliability or completeness of the information contained in this document, to the recipient of this document ( Recipient ), and nothing contained in it is, or may be relied upon as, a promise or representation, whether as to the past or future. Recipients of the document must make their own independent investigations, consideration and evaluation. By accepting this document, the Recipient agrees that if it proceeds further with its investigations, consideration or evaluation of investing in KGL, it will make and rely solely upon its own investigations and inquiries, and not upon this document.

Limited disclosure:

The information in this document does not purport to be complete, nor does it contain all the information that would be required in a disclosure statement or prospectus prepared in accordance with the Corporations Act 2001 (Cth). It should be read in conjunction with KGL’s other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange, which are available at www.asx.com.au.

Seek your own advice:

This document is not a recommendation to acquire KGL shares and has been prepared without taking into account the individual objectives, financial situation or needs of interested individuals. Before making an investment decision prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek appropriate financial, legal, taxation and other appropriate advice. Except to the extent prohibited by law, the Relevant Parties disclaim all liability that may otherwise arise due to any of this information being inaccurate or incomplete. By obtaining this document, the Recipient releases the Relevant Parties from liability to the Recipient for any loss or damage that it may suffer or incur arising directly or indirectly out of or in connection with any use of or reliance on any of this information, whether such liability arises in contract, tort (including negligence) or otherwise.

No offer to acquire KGL shares:

This document is not, and should not be considered, an invitation to acquire KGL shares or any other financial products, and neither this document nor any of its contents will form the basis of any contract or commitment. In particular, this document does not constitute any part of any offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of any ‘US person’ as defined in Regulation S under the U.S. Securities Act of 1993 ( Securities Act ). KGL shares have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to any US person without being so registered or pursuant to an exemption from registration.

Forward-looking statements:

This presentation includes certain forward-looking statements. The words “forecast”, “estimate”, “like”, “anticipate”, “project”, “opinion”, “should”, “could”, “may”, “target” and other similar expressions are intended to identify forward looking statements. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding forecast cash flows and potential mineralisation, resources and reserves, exploration results and future expansion plans and development objectives of KGL are forward-looking statements that involve various risks and uncertainties. Although every effort has been made to verify such forward-looking statements, there can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. You should therefore not place undue reliance on such forward-looking statements.

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2

Board and management

BOARD OF DIRECTORS & MANAGEMENT

ASX CODE	KGL
Issued shares	141.5 million
Options	2.475 million
Share price	10.0 cents
Market capitalisation (24 December 2015)	14.1 million
Cash (24 December 2015)	$1.4 million
Debt	Nil

Denis is a qualified metallurgist and geologist with over 45 years experience in the mining industry.

Chris is a geologist and mineral economist. He has over 35 years experience in the resources industry.

Brad has a Bachelor of Applied Science in Extractive Metallurgy and a Graduate Diploma in Applied Finance and Investment, and has over 30 years experience in the mining industry as a metallurgist and process engineer.

Simon is a Mining Engineer with 27 years experience in the resources industry.

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3

Capital raising – Overview

• Capital raising to raise up to $3 million by way of a 2 for 9 non-renounceable entitlement offer

• Eligible shareholders will be able to apply for additional shares through a top-up offer

• • Total shares to be issued under the proposed raising is up to 31.4 million

• • Underwriting commitment of $3 million for the entitlement offer, by Chairman of KGL, Denis Leslie Wood

• An issue price of 9.5 cents per share, representing a discount of 5% to the closing price of KGL shares on 24 December 2015 of $0.10 (being the last trading day before announcement of the Entitlement Offer) and a discount of 4.13% to the TERP

• • Funds raised through the capital raising will focus on the exploration and development of the Jervois Copper Project as well as being applied to corporate overheads, working capital and offer costs

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Capital raising – Proposed timetable

Event Proposed date Announcement of rights issue Tuesday, 29 December 2015 Despatch letter to eligible shareholders containing Appendix 3B information, and letter to optionholders Tuesday, 29 December 2015 “Ex” date for the rights issue Thursday, 31 December 2015 Record date for the rights issue Tuesday, 5 January 2016 Despatch of information booklet to eligible shareholders, and letter to ineligible shareholders – rights issue offer opens Friday, 8 January 2016 Offer closes (5:00pm Brisbane time) Friday, 22 January 2016 Securities quoted on a deferred settlement basis Monday, 25 January 2016 Allotment of new shares issued under rights issue and despatch of holding statements – deferred settlement trading ends Monday, 1 February 2016 Normal ASX trading for new shares issued under the rights offer commences Tuesday, 2 February 2016

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5

Capital raising – Denis Leslie Wood

• Full underwriting of the entitlement offer

• Total commitment of $3 million

• Mr Wood currently holds 2,542,459 KGL shares and, consequently, is an eligible shareholder for the purposes of the entitlement offer

• Given his position as Chairman of KGL, Mr Wood is a related party of the Company

• Mr Wood will not receive a commission for the underwriting but will be reimbursed for reasonable legal costs on an indemnity basis

• The underwriting agreement with Mr Wood has been deemed by the Company, independent of Mr Wood, to be on arms lengths terms, and the Company considers that the underwriting agreement contains standard commercial terms and conditions in accordance with current market practice

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Capital raising – Denis Leslie Wood

Denis Leslie Wood potential shareholding Shares held by Denis Leslie Wood Denis Leslie Wood ownership Existing holding (prior to capital raising) 2,542,459 1.8% Holding after the entitlement offer if Denis Leslie Wood takes up his entitlement and all other eligible holders take up their entitlement in full 3,107,449 1.8% Holding after the entitlement offer if Denis Leslie Wood takes up his entitlement and all other eligible holders take up 75% of their entitlement 10,829,567 6.26% Holding after the entitlement offer if Denis Leslie Wood takes up his entitlement and all other eligible holders take up 50% of their entitlement 18,551,684 10.72% Holding after the entitlement offer if Denis Leslie Wood takes up his entitlement and all other eligible holders take up 25% of their entitlement 26,273,800 15.19% Holding after the entitlement offer if Denis Leslie Wood takes up his entitlement and no eligible holders take up their entitlement 33,995,917 19.65%

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Capital raising – Source and use of funds

	Source of funds Cash on hand December 2015 $1.4 million Funds raised after costs $3 million Total funds available $4.4 million Use of funds Exploration $2.8 million Project development (follow up drilling, EIS and other studies) $0.3 million Working capital $1.3 million Total budget $4.4 million

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Jervois – Location

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The Jervois Copper Project is located 380km
by road from Alice Springs
Copper concentrate will be transported by
road to Alice Springs then by rail to Darwin for
export
Project located on existing mining licence
Pre-feasibility study completed
Environmental impact assessment
commenced
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Jervois planned site layout

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•
12 km strike length
•
Open pit and
underground mines to
feed a centralised
flotation plant
See ASX announcement dated 16
October 2015
•
Production of copper
concentrate and a
separate silver-lead-
zinc concentrate
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10

Reward prospect looking south

REWARD MARSHALL COX’S FIND GREEN PARROT ROCKFACE BELLBIRD

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Jervois – Mineral Resource

30.5 Mt @ 1.1% Cu for 327,000 t Cu

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30.5 Mt @ 23 g/t Ag for 23 Moz Ag
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450,000 30
400,000
25
350,000
300,000 20
250,000
15
200,000
150,000 10
100,000
5
50,000
0 0
May July Jan Nov Sep Jul May July Jan Nov Sep Jul
2011 2011 2012 2012 2014 2015 2011 2011 2012 2012 2014 2015
Copper Indicated Copper Inferred Exploration PotentialTarget Silver Indicated Silver Inferred Exploration PotentialTarget
Copper Metal (tonnes)
Million Ounces
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Jervois – Mineral Resource

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•
327,000 tonnes of copper
•
22.6 million ounces of silver
•
143,000 tonnes of lead
•
47,000 tonnes of zinc
•
Resources remain open down dip and along strike
•
12km of prospective strike length to explore
Full resource statement shown in Appendix 1
See ASX announcement dated 29 July 2015
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Risks – Company specific

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Company specific risks:
•
Exploration, development, mining and processing risks
The business of mineral exploration, project development and mining by its nature contains elements of significant
risk. Ultimate and continuous success of these activities is dependent on many factors such as:
(a) successful conclusions to feasibility studies;
(b) access to adequate capital for project development;
(c) design and construction of efficient mining and processing facilities within capital expenditure budgets;
(d) securing and maintaining title to tenements and compliance with the terms of those tenements;
` (e) obtaining consents and approvals necessary for the conduct of exploration and mining; and
(f) access to competent operational management and prudent financial administration, including the availability and
reliability of appropriately skilled and experienced employees, contractors and consultants.
Whether or not income will result from projects undergoing exploration and development programs depends on the
successful establishment of mining operations. A range of factors including but not limited to costs, actual
mineralisation, consistency and reliability of ore grades and commodity prices can affect successful project
development and mining operations.
•
Construction and operational cost risk
The capital expenditure required to develop the Jervois Project may differ from the current expectations of KGL. In
addition, actual operational costs may differ from current estimates. Increases in capital or operating expenditure will
adversely affect the profitability of the Jervois Project.
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Risks – Company specific

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Company specific risks:
•
Licences and permits
KGL must obtain a number of permits issued by various governmental agencies and regulatory bodies to carry out its
planned operations. KGL may be unable to obtain and renew permits and licences necessary for its exploration,
development or mining. In particular, licenses and permits are required to develop the Jervois Project in to an
operating mine. The notice of intent has been lodged with the Northern Territory government and the terms of
reference for the environmental impact assessment have been issued by the Environmental Protection Authority. An
additional mining license for infrastructure purposes has been applied for to provide areas for the waste dumps,
tailings dam and other infrastructure.
•
Resource and production estimates
Resource estimates are expressions of judgment based on knowledge, experience and resource modelling. As such,
resource estimates are inherently imprecise and rely to some extent on interpretations made. Despite employing
qualified professionals to prepare resource estimates, such estimates may nevertheless prove to be inaccurate.
Furthermore, resource estimates may change over time as new information becomes available. Should KGL
encounter mineralisation or geological formations different from those predicted by past drilling, sampling and
interpretations, resource estimates may need to be altered in a way that could adversely affect the operations of KGL.
•
Future financing
There can be no assurance that any future financing required by KGL to support proposed development plans will be
available on satisfactory terms or at all. The inability to obtain funding could adversely affect KGL and result in a
default in tenement obligations and forfeiture of permits or licences if not remedied.
•
Potential dilution
The rights issue will result in the issue of new shares. If you do not participate in the rights issue or you do not take up
your full entitlement, your percentage holding in KGL (held at the Record Date) will be reduced.
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Risks – Company specific

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Company specific risks:
•
Key personnel
The success of KGL depends largely on the core competencies of its directors and management, and their
familiarisation with, and ability to operate in the metals and mining industry and the ability of KGL to retain its key
executives. KGL may be adversely affected if any of the directors or management leaves KGL. KGL might not be able
to replace them with persons of equivalent expertise and experience within a reasonable period of time or at all and
KGL may incur additional expenses to recruit, train and retain personnel.
•
Environmental risks
Despite efforts to conduct its activities in an environmentally responsible manner and in accordance with all applicable
laws, there is a risk of an adverse environmental event occurring which could delay the further development of the
Jervois Project and may subject KGL to substantial penalties including fines, damages, clean-up costs or other
penalties.
•
Capital raising risk
If a significant number of eligible shareholders do not participate in the rights issue, a shortfall may result that is in
excess of the value of the underwritten shares. Should this occur, KGL will revise the use of funds to match the total
amount raised through the rights issue. This may result in some of KGL’s projects, including but not limited to the
Jervois Project, being delayed, or having the extent of its scope reduced.
•
Political and regulatory
Mining is an industry which has become subject to increasing legislative regulation, including but not limited to
environmental responsibility and liability. The potential for liability is an ever present risk. The use and disposal of
chemicals in the mining industry is under constant legislative scrutiny and regulation. The introduction of new laws and
regulations or changes to underlying policy may adversely impact on the operations of KGL.
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Risks – General

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General investment risks:
•
Interest and exchange rates, and inflation
•
General economic conditions and business climate in Australia, and investment sentiment
•
Stock market fluctuations
•
Commodity price fluctuations
•
The nature of competition in the markets in which KGL operates
•
The operating and trading price performance of other comparable listed entities
•
Inclusion or removal from major market indices
•
Liquidity of shares and a lack of an active market
•
Variations in KGL’s operating results
•
Recommendations by securities analysts
•
Dilution of shareholdings due to future capital raisings
•
Changes in fiscal, monetary, regulatory and other government policies in Australia
•
Sovereign risk issues
•
Any future changes to tax law or accounting standards
•
Geo-political conditions such as acts or threats of terrorism or military conflicts
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17

For more information, contact:

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SIMON MILROY
•
+61 7 3071 9003
•
info@kglresources.com
•
www.kglresources.com
Level 7, 167 Eagle Street
Brisbane, QLD 4000
AUSTRALIA
ASX CODE: KGL
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18

Competent Person Statement

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The Jervois Exploration data in this report is based on information compiled by Martin Bennett, who is a member of the Australian Institute of
Geoscientists and a full time employee of KGL Resources Limited.
Mr. Bennett has sufficient experience which is relevant to the style of the mineralisation and the type of deposit under consideration and to the
activity to which he is undertaking, to qualify as a Competent Person as defined in the 2012 Edition of the Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves. Mr. Bennett has consented to the inclusion of this information in the form and context in
which it appears in this report.
The Jervois Resources information and Exploration Potential were first released to the market on 29 July 2015 and complies with JORC 2012. The
company confirms that it is not aware of any new information or data that materially affects the information included in the original market
announcement and that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement
continue to apply and have not materially changed. The company confirms that the form and context in which the Competent Person’s findings are
presented have not been materially modified from the original market announcement.’
The Jervois Reserves information was first released to the market on 16 October 2015 and complies with JORC 2012. The company confirms that
it is not aware of any new information or data that materially affects the information included in the original market announcement and that all
material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not
materially changed. The company confirms that the form and context in which the Competent Person’s findings are presented have not been
materially modified from the original market announcement.
The Jervois Pre-feasibility information was first released to the market on 16 October 2015 and complies with JORC 2012. The company confirms
that it is not aware of any new information or data that materially affects the information included in the original market announcement and that all
material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not
materially changed. The company confirms that the form and context in which the Competent Person’s findings are presented have not been
materially modified from the original market announcement.’
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Appendix 1: Jervois – Mineral Resource

								Copper kt Silver Moz Lead kt Zinc kt Cut-off Cu% 20.1 1.6 - - 0.5 2.5 0.2 - - 0.5 57.1 4.1 - - 0.5 78.0 5.4 - - 0.5 16.9 0.5 - - 0.5 49.9 1.0 - - 0.5 55.9 1.2 - - 0.5 6.0 0.1 - - 0.5 6.0 0.1 - - 0.5 127.0 6.7 - - - 172.1 7.6 - - - 299.1 14.3 - - - Copper kt Silver Moz Lead kt Zinc kt Cut-off Cu% 3.6 1.1 33.6 4.4 None 4.1 2.3 69.4 9.4 None 5.1 1.1 4.7 3.2 0.3 11.1 3.4 24.4 12.8 0.3 3.8 0.4 11.3 16.7 0.2 8.7 2.2 38.3 7.6 - 19.0 6.2 105.1 38.9 - 27.7 8.4 143.4 46.5 - 327.0 22.6 143 47	Copper kt Silver Moz Lead kt Zinc kt Cut-off Cu% 20.1 1.6 - - 0.5 2.5 0.2 - - 0.5 57.1 4.1 - - 0.5 78.0 5.4 - - 0.5 16.9 0.5 - - 0.5 49.9 1.0 - - 0.5 55.9 1.2 - - 0.5 6.0 0.1 - - 0.5 6.0 0.1 - - 0.5 127.0 6.7 - - - 172.1 7.6 - - - 299.1 14.3 - - - Copper kt Silver Moz Lead kt Zinc kt Cut-off Cu% 3.6 1.1 33.6 4.4 None 4.1 2.3 69.4 9.4 None 5.1 1.1 4.7 3.2 0.3 11.1 3.4 24.4 12.8 0.3 3.8 0.4 11.3 16.7 0.2 8.7 2.2 38.3 7.6 - 19.0 6.2 105.1 38.9 - 27.7 8.4 143.4 46.5 - 327.0 22.6 143 47	Copper kt Silver Moz Lead kt Zinc kt Cut-off Cu% 20.1 1.6 - - 0.5 2.5 0.2 - - 0.5 57.1 4.1 - - 0.5 78.0 5.4 - - 0.5 16.9 0.5 - - 0.5 49.9 1.0 - - 0.5 55.9 1.2 - - 0.5 6.0 0.1 - - 0.5 6.0 0.1 - - 0.5 127.0 6.7 - - - 172.1 7.6 - - - 299.1 14.3 - - - Copper kt Silver Moz Lead kt Zinc kt Cut-off Cu% 3.6 1.1 33.6 4.4 None 4.1 2.3 69.4 9.4 None 5.1 1.1 4.7 3.2 0.3 11.1 3.4 24.4 12.8 0.3 3.8 0.4 11.3 16.7 0.2 8.7 2.2 38.3 7.6 - 19.0 6.2 105.1 38.9 - 27.7 8.4 143.4 46.5 - 327.0 22.6 143 47	Copper kt Silver Moz Lead kt Zinc kt Cut-off Cu% 20.1 1.6 - - 0.5 2.5 0.2 - - 0.5 57.1 4.1 - - 0.5 78.0 5.4 - - 0.5 16.9 0.5 - - 0.5 49.9 1.0 - - 0.5 55.9 1.2 - - 0.5 6.0 0.1 - - 0.5 6.0 0.1 - - 0.5 127.0 6.7 - - - 172.1 7.6 - - - 299.1 14.3 - - - Copper kt Silver Moz Lead kt Zinc kt Cut-off Cu% 3.6 1.1 33.6 4.4 None 4.1 2.3 69.4 9.4 None 5.1 1.1 4.7 3.2 0.3 11.1 3.4 24.4 12.8 0.3 3.8 0.4 11.3 16.7 0.2 8.7 2.2 38.3 7.6 - 19.0 6.2 105.1 38.9 - 27.7 8.4 143.4 46.5 - 327.0 22.6 143 47	Copper kt Silver Moz Lead kt Zinc kt Cut-off Cu% 20.1 1.6 - - 0.5 2.5 0.2 - - 0.5 57.1 4.1 - - 0.5 78.0 5.4 - - 0.5 16.9 0.5 - - 0.5 49.9 1.0 - - 0.5 55.9 1.2 - - 0.5 6.0 0.1 - - 0.5 6.0 0.1 - - 0.5 127.0 6.7 - - - 172.1 7.6 - - - 299.1 14.3 - - - Copper kt Silver Moz Lead kt Zinc kt Cut-off Cu% 3.6 1.1 33.6 4.4 None 4.1 2.3 69.4 9.4 None 5.1 1.1 4.7 3.2 0.3 11.1 3.4 24.4 12.8 0.3 3.8 0.4 11.3 16.7 0.2 8.7 2.2 38.3 7.6 - 19.0 6.2 105.1 38.9 - 27.7 8.4 143.4 46.5 - 327.0 22.6 143 47
	Copper Resources	Category	Mt	Cu %	Ag g/t	Pb %	Zn %	Copper kt	Silver Moz	Lead kt	Zinc kt	Cut-off Cu%
	MarshallCopper	Indicated	1.4	1.45	35.6	-	-	20.1	1.6	-	-	0.5
		Inferred	0.3	0.90	20.2	-	-	2.5	0.2	-	-	0.5
	RewardCopper	Indicated	5.0	1.14	25.3	-	-	57.1	4.1	-	-	0.5
		Inferred	7.6	1.02	22.2	-	-	78.0	5.4	-	-	0.5
	East Reward	Inferred	2.0	0.82	7.1	-	-	16.9	0.5	-	-	0.5
	Bellbird	Indicated	4.1	1.22	7.7	-	-	49.9	1.0	-	-	0.5
		Inferred	4.3	1.29	8.5	-	-	55.9	1.2	-	-	0.5
	Cox’s Find	Inferred	0.7	0.87	2.8	-	-	6.0	0.1	-	-	0.5
	Rock Face	Inferred	0.7	0.82	3.1	-	-	6.0	0.1	-	-	0.5
	TOTAL	Indicated	10.5	1.21	19.8	-	-	127.0	6.7	-	-	-
		Inferred	16.2	1.06	14.6	-	-	172.1	7.6	-	-	-
		TOTAL	26.7	1.12	16.6	-	-	299.1	14.3	-	-	-
	Lead/Zinc Resources	Category	Mt	Cu %	Ag g/t	Pb %	Zn %	Copper kt	Silver Moz	Lead kt	Zinc kt	Cut-off Cu%
	RewardLead/Zinc	Indicated	0.5	0.74	70.7	6.8	0.9	3.6	1.1	33.6	4.4	None
		Inferred	0.8	0.51	90.9	8.6	1.2	4.1	2.3	69.4	9.4	None
	Green Parrot Lead/Zinc	Indicated	0.5	0.99	64.0	0.9	0.6	5.1	1.1	4.7	3.2	0.3
		Inferred	1.4	0.81	78.0	1.8	0.9	11.1	3.4	24.4	12.8	0.3
	Bellbird North	Inferred	0.7	0.57	17.9	1.7	2.5	3.8	0.4	11.3	16.7	0.2
	TOTAL	Indicated	1.0	0.87	67.3	3.8	0.8	8.7	2.2	38.3	7.6	-
		Inferred	2.8	0.67	67.6	3.7	1.4	19.0	6.2	105.1	38.9	-
		TOTAL	3.8	0.72	67.5	3.7	1.2	27.7	8.4	143.4	46.5	-
		TOTAL 30.5
	2015 Combined	TOTAL	30.5

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20