KING RIVER RESOURCES LIMITED — Capital/Financing Update 2016

Jul 13, 2016

ASX Announcement

14 July 2016

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SHARE PURCHASE PLAN
DOCUMENTS
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King River Copper Limited (ASX: KRC) announces the Share Purchase Plan Offer Documentation and Application Form has been mailed to shareholders today. Copies of the documents are included with this announcement.

The issue price for each Share under the Offer is $0.0062 which represents a discount of 20.0% to the average price of KRC shares traded on the ASX over the last 5 days prior to the announcement of the Share Purchase Plan (“SPP”) on 7 July 2016.

Shareholders may apply for a choice of participation in the Share Purchase Plan to levels of either $1,500 (241,936 shares), $2,500 (403,226 shares), $5,000 (806,452 shares), $7,500 (1,209,678 shares), $10,000 (1,612,904 shares), $12,500 (2,016,130 shares), or $15,000 (2,419,355 shares).

The indicative timetable for the SPP announced on 7 July 2016 is as follows.

SPP record date	6 July 2016
SPP offer opens	15 July 2016
SPP offer closes	5 August 2016
Allotment of new shares under the SPP	11 August 2016
Commencement of trading of SPP shares	11 August 2016

The timetable is indicative only and subject to change at the discretion of King River Copper Limited. All dates and times are Perth Western Standard Time.

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254 Adelaide Tce Perth WA 6000

PO Box Z5518, Perth WA 6831

PHONE: +61 (0)8 9221 8055 FAX: +61 (0)8 9325 8088 WEB: www.kingrivercopper.com.au

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Share Purchase Plan

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254 Adelaide Tce Perth WA 6000

PO Box Z5518, Perth WA 6831

PHONE: +61 (0)8 9221 8055 FAX: +61 (0)8 9325 8088 WEB: www.kingrivercopper.com.au

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SHARE PURCHASE PLAN

King River Copper Limited ABN 67 100 714 181

Indicative Timetable

SPP record date

6 July 2016

SPP offer opens SPP offer closes Date of allotment and despatch of uncertified statements to shareholders

15 July 2016 5 August 2016 Within 10 business days of the closing of the SPP

All dates and times are Perth Western Standard Time.

King River Copper Limited (“KRC”) reserves the right to change at any time the Closing Date or the proposed Allotment Date, by making an announcement to the ASX. KRC also reserves the right to terminate the SPP at any time prior to the issue of Shares under the SPP. If KRC terminates the SPP, it will refund any money paid by Eligible Shareholders under the SPP. Interest will not be paid on any money refunded.

This is an important document which requires your immediate attention and should be read in its entirety before deciding to participate. The Share Purchase Plan (“SPP”) is an initiative that provides Eligible Shareholders with the opportunity to purchase additional shares at a discount and without brokerage or transaction costs.

The SPP does not take into account the individual investment objectives, financial situation or particular needs of each Eligible shareholder. Accordingly if you are in doubt about what to do, please contact your professional adviser without delay.

This document is not a prospectus or other disclosure document under the Corporations Act. All references to dollar amounts in this document are Australian dollars unless otherwise stated.

Not for distribution or release in the United States or to US persons.

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LETTER FROM THE CHAIRMAN
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14 July 2016

Dear Shareholder

SHARE PURCHASE PLAN OFFER

On October 6 2015, King River Copper Limited (“KRC” or “Company”) advised shareholders that high grade surface Copper, Gold and Silver values found at numerous locations around the Speewah Dome was as a result of a regionally significant epithermal event.

This was a very important development that then required significant changes in KRC’s exploration focus and approach.

During the wet season months (Nov 2015 to March 2016) a detailed review and reprocessing of data was undertaken with the result that a number of very important targets have emerged.

The most significant of these targets is a prominent (5 km long) VTEM anomaly that sits on the most northern edge and intersection of 2 Pentecost faults, some 2 kms due North of the high grade surface copper Chapman outcrops.

The KRC Board of Directors is very keen to drill test that area as soon as practicable, and therefore has decided to offer eligible shareholders an opportunity to participate in a new King River Copper Share Purchase Plan (“SPP”).

This SPP will provide all shareholders the opportunity to increase their shareholdings at a substantial discount to the current market, without brokerage or other transaction costs.

The SPP enables existing eligible shareholders, irrespective of the size of their shareholding, to apply for up to $15,000 worth of ordinary fully paid shares at an issue price of .0062 cents. This represents a discount of 20% to the 5 day volume weighted average share price of the Shares on ASX prior to the July 6 record date and a 37.8% discount to the ruling price on the July 7 day of announcement.

The right to participate in this Offer is only available to persons who are registered as holders of fully paid ordinary shares in the Company at close of business (WST) on the record date of 6 July 2016 and whose registered address is in Australia or New Zealand.

The Board reserves, at its absolute discretion, the right to scale back any applications and to close this offer early.

Please note that participation is entirely at your election and the offer is non-renounceable, meaning it cannot be transferred to anyone else.

If you have any questions on the SPP, please call our Company’s registered office on (08) 9221 8055 during normal business hours.

Yours sincerely Anthony Barton Chairman

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KING RIVER COPPER LIMITED (“KRC”) SHARE PURCHASE PLAN (“SPP”) TERMS & CONDITIONS

1. Eligible Shareholders

You are eligible to participate in the SPP if you were the registered holder of one or more fully paid ordinary shares in KRC (“Shares”) at close of business (WST time) on 6 July 2016 with an address as recorded in KRC register of ordinary shareholders in Australia or New Zealand, unless you hold the Shares on behalf of another person who resides outside Australia or New Zealand (“Eligible Shareholder”).

Joint holders of Shares will be taken to be a single registered holder of Shares for the purposes of determining whether they are an Eligible Shareholder.

2. Participation in the SPP

Participation in the SPP is optional. However, the offer under the SPP is non-renounceable. This means that you cannot transfer your right to purchase Shares under the SPP to another person or entity.

3. Issue Price and Variation in Market Price

The issue price for each Share is set at 0.62 cents each ($0.0062). This price represents a 20.0% discount to the 5 day volume weighted average share price of the Shares on ASX in the 5 days prior to the announcement of the SPP on 7 July 2016 in which trades in the Shares occurred.

The market price of the Shares on the ASX may rise and fall between the opening date, the closing date and the date when KRC allots the Shares to you under the SPP (“Allotment Date”). This means that the price you pay under the SPP offer may exceed the price at which Shares are trading on the ASX at the time the Shares are allotted to you under the SPP. Accordingly, you should seek your own financial advice in relation to this SPP offer and your participation in the SPP.

The Company recommends you monitor its announcements and share prices, which can be found on the Company’s website at www.kingrivercopper.com.au and on the ASX website at www.asx.com.au (ASX code: KRC). The share price can also be found in the financial pages of major Australian metropolitan newspapers.

4. Amount of Shares Eligible Shareholders can Apply for Under the SPP

You may apply for a dollar amount of Shares under the SPP, not a number of Shares. You may apply for Shares in the amount as shown on the Application Form. The Company will divide the dollar amount you have applied for by the Issue Price then round up the result to the nearest whole number, in order to determine the number of Shares you have applied for.

The Company reserves the right to scale back allocations under the SPP in its sole discretion. Any necessary refund will be paid by the Company to Eligible Shareholders shortly after the Closing Date of the SPP or the date to which it may be extended. No interest will be paid on any money refunded.

If you are an Eligible Shareholder and have received more than one offer under the SPP (for example because you are the joint holder of shares or hold more than one shareholding under separate share accounts), you may not apply for Shares with an aggregate value exceeding $15,000 under the SPP. KRC reserves the right (exercisable at its sole discretion) to reject any application for Shares where it believes this requirement has not been met. Any necessary refund will be paid by KRC to Eligible Shareholders shortly after the Closing Date or the date upon which the Closing Date is extended. Interest will not be paid on any money refunded under this clause.

If a trustee or nominee is expressly noted on the Share Register as holding Shares on behalf of another person (“the Beneficiary”), the Beneficiary is taken to be the registered holder of the Shares for the purpose of the SPP and any application by the trustee or nominee is taken to be an application and certification by the Beneficiary (although a Beneficiary who is resident outside Australia or New Zealand is not eligible to participate in the SPP).

5. Acceptance & Payment

If you wish to apply for Shares under the SPP, please complete the Application Form and return it with the appropriate payment to the address set out in the Application Form. A reply paid facility is available for the convenience of Australian shareholders.

Applications together with the appropriate payment must be received by KRC Share Registry by the Closing Date, currently 5:00pm (WST time) on 5 August 2016. Applications received after the Closing Date will not be accepted.

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If the payment received is not for the exact amount required to buy the number of Shares the Eligible Shareholder elected to purchase under the SPP, KRC reserves the right to round down your application to the closest number of shares by dividing your payment by the Issue Price. In these circumstances KRC will amend the Eligible Shareholder’s Application Form for the number of Shares applied for.

If your Application Form is incomplete, contains errors or is otherwise invalid or defective, the Company may, in its sole discretion, accept, reject, correct or amend your application, issue such number of Shares to you as it considers appropriate, refund your application money, or take any combination of these actions. Any necessary refund will be paid to you shortly after the Closing Date. No interest will be paid on any refund.

Should your cheque for payment of the Shares not clear, your application will not be accepted and you agree to be responsible for any dishonour fees or other costs incurred.

You will not be able to withdraw or revoke your Application Form once you have sent it in.

6. Allotment Date

It is anticipated that the Shares will be allotted under the SPP on or around 10 business days after the Closing Date of the SPP and application for quotation of your Shares on the ASX will be made at the same time. You should receive your allotment statement, or confirmation advice, shortly after this date.

In addition, the Company reserves the right to waive compliance with any provision of the terms and conditions of the SPP and suspend, withdraw or terminate the SPP at any time.

Any amendment, variation, suspension, withdrawal or termination of the SPP will be binding on all Eligible Shareholders even where the Company does not notify the Eligible Shareholders of that event.

The Company is not liable for any exercise of its discretions under the terms and conditions of the SPP. Any refund made to you is dispatched at your own risk.

If and to the extent to which the total applications for Shares under the SPP exceeds 127,133,897 the Company reserves its right to scale back applications. If this occurs, you may be allocated Shares to the value which is less than you applied for. Any determination by the Board in respect of any scaling back will be final. If a scale-back occurs the Company will refund your excess application money to you (without interest).

9. Dispute Resolution

KRC may settle in any manner it thinks fit any disputes which may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any applicant or application for shares. The decision of KRC will be conclusive and binding on all Eligible Shareholders and any other persons to whom the decision relates. KRC reserves the right to waive compliance with any provision of the SPP terms and conditions, subject to compliance with the Corporations Act, the ASX Listing Rules and ASIC Class Order CO09/425.

7. What Rights Attach to the Shares?

Shares issued under the SPP will rank equally with existing fully paid ordinary shares in KRC and will carry the same voting rights, dividend rights and other entitlements as at the date of allotment.

10. Further Information

If you have any questions in relation to the Terms and Conditions of the SPP or how to make an application, you may phone KRC on +61 8 9221 8055.

8. Modification, Waiver, Suspension and Termination of the SPP

The directors of KRC may resolve to change the terms and conditions of this SPP from time to time. The Company reserves the right to issue fewer Shares than an Eligible Shareholder applied for under the SPP (or none at all) if it believes that the allotment of the Shares would contravene any law or rules of any stock exchange on which KRC Shares are listed.

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N EW C HAPMAN N ORTH VTEM A NOMALY
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ASX Announcement

5[th] July 2016

HIGHLIGHTS

• A prominent (~5 km north-south) VTEM anomaly has been identified on the northern extension of the Greys/Chapman mineralised corridor in the northern part of the Speewah Dome (Figure 1).

• The VTEM anomaly follows a potential dilational structure between two faults of the Pentecost Fault Zone (Figure 2).

• High grade gold/copper/silver rock chip sample assays have previously been identified and reported in some areas only ~ 2 kms south of this large VTEM anomaly (Figure 2).

• Gravity and field geological mapping and sampling surveys begin immediately in the area, to be followed by a drilling program as soon as practicable.

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Figure 1: Location of Speewah project and regional geology.

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Figure 2: VTEM Z component receiver EM decay mid-late time channel anomaly colour image with modelled source conductor plates located along the northern extension of the Chapman-Greys mineralised corridor showing previously reported significant rock chip assays, on a greyscale TMIRTP-1VD magnetic image.

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Resource Potentials (“ResPot”), a geophysical consultancy engaged by KRC, has completed a review of the large Versatile Time-domain Electromagnetic (VTEM) helicopter-borne EM survey anomaly north of Chapman for basement conductors below a zone of near surface conductivity, and surface IP effects. This near surface EM anomaly and underlying bedrock conductors follow a north-south trend between two regional NNE-SSW trending faults of the Pentecost Fault Zone. Modelling of VTEM anomalies by ResPot (Figure 3) suggests that several bedrock conductors may occur below a modelled weakly conductive regolith overburden conductor. Middle-late VTEM EM decay channel data indicate relatively deeper and more conductive responses (magenta bars in Figure 2). In the northern part of the main VTEM anomaly zone, there is a steep east dipping weak conductor plate over 1km long, in addition to several flat east dipping plates. The northern, steeply dipping VTEM conductor source has been modelled starting at 100m depth, and is co-incident with a zone of demagnetisation in the magnetic data. These EM conductors are considered by KRC to be significant new drill targets.

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Figure 3: Profiles of the observed VTEM Z receiver EM decay channel data along survey line 11920 (black profiles) compared to the forward modelled EM anomaly response (red profiles) of the early time decay channels 10-25 (top panel) and the mid-late time decay channels 25-40 (middle panel). The top panel represents the EM response of surficial conductors modelled by the conductive overburden simulation, and the middle panel indicates deeper and more conductive interpreted bedrock responses. The bottom panel is a schematic cross section of the modelled conductor plate location and orientation.

Follow up work, including field mapping and sampling, gravity surveying, ground EM, drilling, is recommended. Gravity and field geological mapping and sampling surveys begin immediately in the area.

Competent Persons Statement

The information in this report that relates to Exploration Results is based on information compiled by Ken Rogers and Andrew Chapman and fairly represents this information. Mr. Rogers is the Chief Geologist and an employee of the Company and a member of the Australian Institute of Geoscientists. Mr. Chapman is a Consulting Geologist contracted with the Company. Mr. Rogers has sufficient experience of relevance to the styles of mineralisation and the types of deposits under consideration, and to the activities undertaken, to qualify as a Competent Person as defined in the 2012 Edition of the Joint Ore Reserves Committee (JORC) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr. Rogers consents to the inclusion in this report of the matters based on information in the form and context in which it appears.

SHARE PURCHASE PLAN APPLICATION FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

SHARE REGISTRY: Security Transfer Registrars Pty Ltd

REGISTERED OFFICE:

KING RIVER COPPER LIMITED

254 ADELAIDE TERRACE PERTH WA 6000 AUSTRALIA

ABN: 67 100 714 181

All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

		APPLECROSS WA 6153 AUSTRALIA
		T: +61 8 9315 2333 F: +61 8 9315 2233
	«Company_code» «Sequence_number»	E: registrar@securitytransfer.com.au
«Holder_name»		W: www.securitytransfer.com.au
«Address_line_1»
«Address_line_2» «Address_line_3»		KRC Code:
«Address_line_4» «Address_line_5»		Holder Number: 6 July 2016 Record Date:

NON-RENOUNCEABLE SHARE OFFER CLOSING AT 5.00PM WST ON 5 AUGUST 2016

(1) I/We, the above mentioned, wish to apply for the number of Fully Paid Ordinary Shares which will be issued in accordance with the Share Purchase Plan (SPP) and the Constitution of the Company as stated below: (please mark "X" to indicate one choice only)

		TOTAL SUBSCRIPTION AMOUNT @ $0.0062 PER SHARE	TOTAL SUBSCRIPTION AMOUNT @ $0.0062 PER SHARE	TOTAL SUBSCRIPTION AMOUNT @ $0.0062 PER SHARE							TOTAL SUBSCRIPTION AMOUNT @ $0.0062 PER SHARE	TOTAL SUBSCRIPTION AMOUNT @ $0.0062 PER SHARE	TOTAL SUBSCRIPTION AMOUNT @ $0.0062 PER SHARE
					NUMBER OF SHARES									NUMBER OF SHARES
A		$ 15,000			2,419,355			E			$ 5,000			806,452
B		$ 12,500			2,016,130			F			$ 2,500			403,226
	C	$	10,000			1,612,904				G	$	1,500			241,936
	D	$	7,500			1,209,678

(2) I/We have enclosed/made payment for the amount shown above (following the payment instructions as detailed overleaf).

(3) I/We agree to be bound by the terms of the SPP.

(4) I/We hereby agree to accept any lesser number of new Shares applied for.

(5) I/We hereby certify that the amount of Shares subscribed for by me/us pursuant to the SPP (being a maximum of $15,000 worth of Shares) does not exceed $15,000 taking into account the Shares the subject of this application and any other Shares applied for by me/us under the SPP or any other similar arrangement within the 12 months prior to this application including other beneficial interests. Limit on Participation and Custodian Certification - see overleaf for details. (6) My/Our contact details in case of enquiries are:

NAME TELEPHONE NUMBER

( )

EMAIL ADDRESS

@

BPAY PAYMENT OR THE RETURN OF THIS DOCUMENT WITH THE REQUIRED REMITTANCE WILL CONSTITUTE YOUR ACCEPTANCE OF THE OFFER. You do not need to return this form if you have made payment via BPAY.

PAYMENT INFORMATION - Please also refer to payment instructions overleaf. REGISTRY DATE STAMP CHEQUE / MONEY ORDER CHEQUE / MONEY ORDER Biller code: 159483 All cheques (expressed in Australian currency) are to All cheques (expressed in Australian currency) are to Ref: EFT_REFERENCE_NUMBER be made payable to KING RIVER COPPER LIMITED be made payable to and crossed and crossed "Not Negotiable". "Not Negotiable". BPAY® this payment via internet or phone banking. Your BPAY® reference number is unique to this offer and is not to be used for any other offer. E & O.E.

• KRCSP050816

KRC

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LODGEMENT INSTRUCTIONS

CHEQUE / MONEY ORDER

PAYMENT INFORMATION

All cheques should be drawn on an Australian bank and expressed in Australian currency and crossed "Not Negotiable".

Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured.

Cheques or bank drafts drawn on overseas banks in Australian or any foreign currency will NOT be accepted. Any such cheques will be returned and the acceptance deemed to be invalid.

Do not forward cash as receipts will not be issued.

When completed, this form together with the appropriate payment should be forwarded to the share registry:

Security Transfer Registrars Pty Ltd PO Box 535, APPLECROSS WA 6953.

Applications must be received by Security Transfer Registrars Pty Ltd no later than 5.00pm WST on the closing date.

Biller code: 159483

BPAY® this payment via internet or phone banking. Your reference number is quoted on the front of this form.

Multiple acceptances must be paid separately.

Applicants should be aware of their financial institution's cut-off time (the time payment must be made to be processed overnight) and ensure payment is processed by their financial institution on or before the day prior to the closing date of the offer. BPAY applications will only be regarded as accepted if payment is received by the registry from your financial institution on or prior to the closing date. It is the Applicant's responsibility to ensure funds are submitted correctly by the closing date and time.

You do not need to return this form if you have made payment via BPAY.

Your BPAY reference number will process your payment to your entitlement electronically and you will be deemed to have applied for such Securities for which you have paid.

LIMITATION ON PARTICIPATION

The maximum subscription limitation of $15,000 will apply even if an eligible Holder has received more than one form (whether in respect of a joint holding or because the eligible Holder has more than one holding under separate Security accounts).

CERTIFICATION

By making payment for the application monies, I/we hereby:

1. Acknowledge that I/we have read and understood the Terms of the SPP;

2. Agree to be bound by the Terms of the Constitution of the Company and the SPP;

CUSTODIAN CERTIFICATION

If you are a Custodian (as defined in ASIC Class Order 09/425), you must submit a custodian certificate to KING RIVER COPPER LIMITED. If you did not receive a custodian certificate, contact Security Transfer Registrars Pty Limited. If you need further information to determine whether you are a Custodian, refer to the terms and conditions of the Plan which accompany this Share Purchase Plan Application Form or contact Security Transfer Registrars Pty Limited.

1. Agree to accept any lesser number of new Securities than the number of Securities applied for; and

2. (If not a Custodian as defined in ASIC Class Order 09/425) Certify that the amount of Securities subscribed for by me/us pursuant to the SPP does not exceed the maximum amount taking into account the Securities the subject of this application and any other Securities applied for by me/us under the SPP or any other similar arrangement within the 12 months prior to this application including joint and other beneficial interests.

ENQUIRIES

All enquiries should be directed to the Company's share registry:

Security Transfer Registrars Pty Ltd

PO Box 535, Applecross WA 6953 AUSTRALIA

770 Canning Highway, Applecross WA 6153 AUSTRALIA

Telephone +61 8 9315 2333

Facsimile +61 8 9315 2233

Email: registrar@securitytransfer.com.au

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

• KRCSP050816