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KINGSTON RESOURCES LIMITED Capital/Financing Update 2003

Oct 21, 2003

65206_rns_2003-10-21_ee02f453-0b67-4806-bb9b-49917ca922e8.pdf

Capital/Financing Update

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ABN 44 009 148 529

Registered Office

Level 1 Westcentre 1260 Hav Street West Perth Western Australia 6005 AUSTRALIA

Mail Address Private Box 1288 West Perth Western Australia 6872 AUSTRALIA

Telephone Facsimile Email Visit us at

$(+618)$ 9415 2212 $(+618)$ 9415 2221 [email protected] www.synergylimited.com.au

Australian Stock Exchange Limited

SYNERGY

EQUITIES GROUP LIMITED

Company Announcements Office

Electronic Lodgement System

22 October 2003

Dear Sir / Madam

PLACEMENT AND SHARE PURCHASE PLAN

Synergy Equities Group Limited ("SYNERGY" or "the Company") is pleased to announce a series of initiatives to enhance the Company's working capital position and at the same time give all shareholders the opportunity to increase their holding in the Company in a cost effective manner.

The Company has successfully completed a placement of 30 million fully paid ordinary shares at a price of 0.7 cents per share to raise \$210,000. (An Appendix 3B in relation to the placement accompanies this announcement). This brings the total capital raised by the Company through share sales and placements over the last 2 months to approximately \$700,000.

The Company also believes it is appropriate to allow all shareholders to increase their shareholding in the Company at the same entry price offered to the recent private placees, particularly in the circumstances where the Company has a significant number of small shareholders who currently hold unmarketable parcels. To this end, the Company will be making an offer to all shareholders to subscribe for up to a further \$5,000 worth of shares at an issue price of 0.7 cents per share pursuant to a Share Purchase Plan.

The Company will be seeking approval for the issue of up to 50 million fully paid ordinary shares under the Share Purchase Plan at its forthcoming Annual General Meeting. In the event that demand under the Share Purchase Plan exceeds the shares available, the Company will however, consider either using its placement capacity or seeking further shareholder approval to accept additional contributions. The Company intends to dispatch the offers under the Share Purchase Plan with its Annual Report and Notice of Annual General Meeting.

ELS019.2004

The Company has also finalised the placement of a further 9 million fully paid ordinary shares at a price of 0.7 cents per share to acquire various equipment and intellectual property that will be valuable to the Company's core technology business, at a price substantially below its replacement value. The Company is mindful of preserving its cash resources until such time as it becomes cash flow positive. The acquisition of assets for shares is consistent with this strategy.

The funds raised and to be raised by the Company and the equipment purchased by the Company put the Company in a strong position to consolidate on the continuing increase in its revenue base from its core technology products.

Yours faithfully SYNERGY EQUITIES GROUP LIMITED

Ronald Moir MANAGING DIRECTOR

Attach Appendix 3B

Rule 2.7, 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.

Name of entity

SYNERGY EQUITIES GROUP LIMITED

ABN

44 009 148 529

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).

$\mathbf{1}$ +Class of +securities issued or to be issued

Fully paid ordinary shares

  • $\overline{2}$ Number of +securities issued or to be issued (if known) or maximum number which may be issued
  • 3 Principal terms of the *securities (eg, if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if *convertible securities, the conversion price and dates for conversion)

39,000,000

Fully paid ordinary shares

+ See chapter 19 for defined terms.

4 Do the securities rank equally in all
respects from the date of allotment
with an existing
class of quoted
*securities?
Yes
If the additional securities do not
rank equally, please state:
the date from which they do
the extent to which they
۰
participate for the next dividend,
(in the case of a trust,
distribution) or interest payment
the extent to which they do not
٠
rank equally, other than in
relation to the next dividend.
distribution or interest payment
5 Issue price or consideration 0.7 cents per fully paid ordinary share
6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
Working capital requirements
7 Dates of entering *securities into
uncertificated holdings or despatch
of certificates
22 October 2003
Number * Class
8 Number and class of all
securities quoted on ASX
472,186,795 Fully paid ordinary shares
(including the securities in clause
2 if applicable)
164,630,737 Options expiring 30 June
2004 exercisable at 20 cents

+ See chapter 19 for defined terms.

  • $\ddot{Q}$ Number and *class of all *securities not quoted on ASX (including the securities in clause 2 if applicable)
  • $101$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Number *Class

Part 2 - Bonus issue or pro rata issue

  • $11$ Is security holder approval required?
  • $12°$ Is the issue renounceable or nonrenounceable?
  • $13$ Ratio in which the "securities will be offered
  • $14$ *Class of *securities to which the offer relates
  • +Record date to determine 15 entitlements
  • Will holdings on different registers 16 (or subregisters) be aggregated for calculating entitlements?
  • 17 Policy for deciding entitlements in relation to fractions
  • Names of countries in which the 18 entity has *security holders who will not be sent new issue documents

Note: Secarity holders must be fold how their entitlements are to be dealt with.

Cross reference: rule 7.7.

19 Closing date for receipt of acceptances or renunciations

$+$ See chapter 19 for defined terms.

Appendix 3B New issue announcement

20 Names of any underwriters
21 Amount of any underwriting fee or
commission
22. Names of any brokers to the issue
23 Fee or commission payable to the
broker to the issue
24 Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of + security holders
25. If the issue is contingent on
*security holders' approval, the
date of the meeting
26 Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent to
persons entitled
27 If the entity has issued options, and
the terms entitle option holders to
participate on exercise, the date on
which notices will be sent to option
holders
28. Date rights trading will begin (if
applicable)
29. Date rights trading will end (if
applicable)
30 How do *security holders sell their
entitlements in full through a
broker?
31 How do *security holders sell part
of their entitlements through a
broker and accept for the balance?

+ See chapter 19 for defined terms.

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)

$(b)$

  • Securities described in Part 1 $(a)$
  • 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.

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 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

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)

42 Number and "class of all "securities quoted on ASX (including the securities in clause 38)

Number + Class

$+$ See chapter 19 for defined terms.

Ouotation agreement

  • *Ouotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbf{1}$ quote the *securities on any conditions it decides.
  • $\overline{2}$ 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.
  • We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided 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.
  • $\mathcal{L}$ 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.
  • $\overline{4}$ 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:
Managing Director

Print name:

Ronald Moir

$= 1.4$

+ See chapter 19 for defined terms.