KGL RESOURCES LIMITED — Capital/Financing Update 2025

Mar 5, 2025

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6 March 2025

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 an equity raising to raise gross proceeds of up to approximately $7.7 million, via a 1 for 8 pro-rata traditional nonrenounceable entitlement offer of new fully paid ordinary shares in the Company ( New Shares ) ( Offer ).

The offer price for the Offer will be $0.095 per New Share ( Offer Price ).

Under the Offer, eligible shareholders of the Company will be able to subscribe for 1 New Share for every 8 existing fully paid ordinary shares in the Company held at 7.00pm (Sydney time) on Tuesday, 11 March 2025 ( Record Date ) at the Offer Price ( Entitlements ).

The Offer is not underwritten, and is subject to a minimum raise condition of $3 million. Substantial shareholder of the Company, KMP Investments Pte. Ltd. ( KMP ), which has an interest in the Company of approximately 35.14%, has committed to take up its Entitlement 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 Friday, 14 March 2025 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	Tuesday,1 April 2025
Total number of securities issued orexpected to be issued (subject torounding of fractional Entitlements)	Up to 81,014,131 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;

3. 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) sections 674 and 674A of the Corporations Act;

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KGL Resources Limited | Entitlement offer

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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 35.14%), will remain at approximately 35.14%.

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. Even in these circumstances, however, the board of directors of the Company considers that the Offer will not affect the control of the Company.

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-Up	65% Take-Up	38.98% Take-Up ($3 million
			minimum raise)
35.14%3	35.14%4	36.56%4	37.70%

• 1 On the basis that there are 648,113,048 fully paid ordinary shares in the Company on issue as at the date of this notice.

• 2 Assumes that in a 100% Take-Up scenario, 81,014,131 New Shares are issued under the Offer.

• 3 KMP holds 227,761,586 fully paid ordinary shares in the Company as at the date of this notice.

• 4 Assumes that KMP takes up its Entitlement in full.

If no eligible shareholders of the Company (other than KMP, who has committed to take up its Entitlement 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 $3 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

Signed for and on behalf of the Company

Kylie Anderson

Company Secretary KGL Resources Limited

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KGL Resources Limited | Entitlement offer