KGL RESOURCES LIMITED — Share Issue/Capital Change 2012

Dec 23, 2012

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24 December 2012

Australian‐based Kentor Gold Limited (ASX: KGL)has entered the ranks of operating gold mining companies in 2012. The Company is progressing a pipeline of advanced projects in Australia and the Kyrgyz Republic.

The Murchison Gold Project in Western Australia ‐ commenced production in mid‐2012, with the potential to add gold‐copper production from the neighbouring Gabanintha deposit.

The high grade, very low cost Andash Gold‐Copper Project in the Kyrgyz Republic – development‐ ready, awaiting site access and targeting production at 70,000 oz gold and 7,400 tonnes copper pa for an initial six years, with high potential for expansion.

The Jervois Copper‐Silver‐Gold Project in the Northern Territory – targeting 2014 start‐up following current studies into developing the high grade copper‐silver resource with potential for gold, magnetite and other base metals.

Changes in Options

Kentor Gold Limited advises the issue of 75,000 unlisted options as part of the Employee Share Option Plan (see attached Appendix 3B).

Additionally the following options have been cancelled:

Number	Expiry Date	Reason
50,000	19/07/2017	Ceased Employment
25,000	01/03/2017	Ceased Employment
1,076,927	16/12/2012	Expired

For further information contact:

Mr Simon Milroy Managing Director Phone: (07) 3121 3206 Email: info@kentorgold.com.au

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Issued capital:

140.0 million ordinary shares 5.8 million unlisted options

Market Capitalisation

21 December 2012: $55 million

Kentor Gold Limited

www.kentorgold.com.au

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Page 2 of 2

24 December 2012

Appendix 3B New issue announcement

252.7, 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 tobe issued2Number of+securities issued orto be issued (if known) ormaximum number which may beissued3Principal terms of the+securities(eg, if options, exercise price andexpirydate;ifpartlypaid+securities,theamountoutstanding and due dates forpayment;if+convertiblesecurities, the conversion priceand dates for conversion)	Unlisted Options over ordinary shares
	75,000
	1. 12,500 Expiry 01/10/17 Exercise $0.7442. 12,500 Expiry 01/10/17 Exercise $0.8933. 12,500 Expiry 11/09/17 Exercise $0.724. 12,500Expiry11/09/17Exercise$0.8645. 12,500Expiry1/12/2017Exercise$0.5876. 12,500Expiry1/12/2017Exercise$0.705

• 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 nil 6 Purpose of the issue Issued under the Employee Share and (If issued as consideration for the Option Plan acquisition of assets, clearly identify those assets) 7 Dates of entering +securities 21/12/2012 into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 140,040,563 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

9Numberand+classofall+securities not quoted on ASX(includingthesecuritiesinclause 2 if applicable)10Dividend policy (in the case of atrust, distribution policy) on theincreased capital (interests)	Number	+Class
	4,704,842	Unlisted Optionsover shares
	NA

Part 2 - Bonus issue or pro rata issue

11	Issecurityholderapproval
	required?
12	Is the issue renounceable or non‐
	renounceable?
13	Ratio in which the+securities
	will be offered
14	+Class of+securities to which the
	offer relates
15	+Recorddatetodetermine
	entitlements
16	Willholdingsondifferent
	registers (or subregisters) be
	aggregatedforcalculating
	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	Closingdateforreceiptof
	acceptances or renunciations

• See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

20Names of any underwriters21Amount of any underwriting fee orcommission22Names of any brokers to the issue23Fee or commission payable to thebroker to the issue24Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of+security holders25If the issue is contingent on+security holders’ approval, the dateof the meeting26Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent to	20Names of any underwriters21Amount of any underwriting fee orcommission22Names of any brokers to the issue23Fee or commission payable to thebroker to the issue24Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of+security holders25If the issue is contingent on+security holders’ approval, the dateof the meeting26Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent to
persons entitled
27If the entity has issued options,the terms entitle option holderparticipate on exercise, the dat	ands toe on
which notices will be sent to opholders28Date rights trading will beginapplicable)	tion(if
29Date rights trading will endapplicable)	(if
30How do+security holders sell theirentitlements_in full_through abroker?31How do+security holders sell_part_of their entitlements through abroker 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)	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
	participateforthenext
	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,
	distributionorinterest
	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: ............................................................ Date: 24/12/2012 (Director /Company secretary)

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

• See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003