KGL RESOURCES LIMITED — Capital/Financing Update 2024

Jul 7, 2024

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08 July 2024

ASX Limited

Issue of cleansing notice under section 708AA(2)(f) of the Corporations Act 2001 (Cth) KGL Resources Limited

KGL Resources Limited (ACN 082 658 080) (ASX: KGL) ( Company ) has today announced that it will undertake a 4 for 15 pro-rata traditional non-renounceable entitlement offer of new fully paid ordinary shares in the Company ( New Shares ) to raise up to approximately $15.1 million ( Offer ).

The offer price for the Offer will be $0.10 per New Share ( Offer Price ).

Under the Offer, eligible shareholders of the Company will be able to subscribe for 4 New Shares for every 15 existing fully paid ordinary shares in the Company held at 7.00pm (Sydney time) on 11 July 2024 ( Record Date ) at the Offer Price ( Entitlements ).

The Offer is not underwritten, and is subject to a minimum raise condition of $6 million. Substantial shareholders of the Company, KMP Investments Pte. Ltd. ( KMP ) which has an interest in the Company of approximately 31.69% have committed to take up their respective Entitlements in full.

The Company will offer the New Shares for issue without disclosure to investors under section 708AA(2)(f) of the Corporations Act 2001 (Cth) ( Corporations Act ).

Further details of the Offer are set out in the Company's investor presentation that has been lodged with ASX today, and the Offer information booklet that the Company expects to release on 16 July 2024 and that will be dispatched to eligible shareholders of the Company on that same date.

Details of the securities issued or expected to be issued

Class of securities	Ordinary shares
ASX code of the securities	KGL
Date of issue or expected issue	1 August 2024
Total number of securities issued orexpected to be issued (subject torounding of fractional Entitlements)	Up to 151,277,830 New Shares

Information required under section 708AA(7) of the Corporations Act

As required by section 708AA(7) of the Corporations Act, the Company advises that:

1. the New Shares will be issued without disclosure under part 6D.2 of the Corporations Act;

2. this notice is given under section 708AA(2)(f) of the Corporations Act;

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

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

• (b) section 674 of the Corporations Act;

KGL Resources Limited | Cleansing Notice

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1. as at the date of this notice, there is no 'excluded information' of the type referred to in sections 708AA(8) and 708AA(9) of the Corporations Act; and

2. information regarding the potential effect of the issue of New Shares pursuant to the Offer on the control of the Company, and the consequences of that effect, is set out below.

Effect of the Offer on control

The effect and consequence of the issue of New Shares under the Offer on the control of the Company is dependent on a number of factors, including investor demand.

Given the structure of the Offer as a pro-rata offer, if all eligible shareholders of the Company take up their Entitlements, the ownership interest (and voting power) in the Company of each eligible shareholder of the Company will remain largely unchanged and the effect on the control of the Company will be negligible. In these circumstances, the voting power of KMP, the Company's largest shareholder (with an interest in the Company prior to the Offer of approximately 31.69%), will remain at approximately 31.69%.

To the extent that any eligible shareholder of the Company fails to take up their Entitlement, the percentage holding in the Company of that eligible shareholder of the Company will be diluted by those other eligible shareholders of the Company who take up some, all or more than their Entitlements. Depending on the percentage of Entitlements taken up ( Take-Up ), KMP's voting power in the Company may also increase. This is shown in the following table which sets out KMP's voting power in the Company immediately following completion of the Offer in various Take-Up scenarios.

KMP's currentvoting power inthe Company1	KMP's voting power in the Company immediately following completion of the Offer2	KMP's voting power in the Company immediately following completion of the Offer2	KMP's voting power in the Company immediately following completion of the Offer2
	100% Take-Up3	67% Take-Up	39.66% Take-Up (~$6 million
			minimum raise)
31.69%	31.69%	34.06%	36.31%

• 1 On the basis that there are 567,291,863 fully paid ordinary shares in the Company on issue as at the date of this notice.

• 2 Assumes (a) that in a 100% Take-Up scenario, 151,277,830 New Shares are issued under the Offer; and (b) KMP takes up its Entitlement in full.

• 3 KMP holds 179,811,776 fully paid ordinary shares in the Company as at the date of this notice.

If no eligible shareholders of the Company (other than KMP, who have committed to take up their respective Entitlements in full) take up their Entitlements (which the board of directors of the Company considers unlikely), then the Offer will not proceed because the minimum raise of $6 million would not have been achieved. The voting power in the Company of ineligible foreign shareholders of the Company will be diluted.

Authorised for release by: The board of directors of the Company

On behalf of the Company

Kylie Anderson Company Secretary KGL Resources Limited

KGL Resources Limited | Cleansing Notice

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