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KINGSTON RESOURCES LIMITED Capital/Financing Update 2012

May 29, 2012

65206_rns_2012-05-29_8a34d186-ea24-49c3-b6d2-6c6159453ac4.pdf

Capital/Financing Update

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30 May 2012

Company Announcements Office Australian Securities Exchange

Via Electronic Lodgement

Notice under Section 708A(5)(e) Corporations Act and Appendix 3B

On 29 May 2012, NuWorld Solutions Limited (ASX;NUW) ( Company ) completed the share placement through the issue of 606,000,000 fully paid ordinary shares at an issue price of $0.00035 (0.035 cents) per share to raise $212,100 ( Issue ).

The Company gives notice under section 708A(5)(e) of the Corporations Act 2001(Cth) (the Corporations Act ) that:

  1. this notice is given within five (5) business days after the day of the Issue;

  2. the Issue was made without disclosure to investors under Part 6D.2 of the Corporations Act;

  3. the Company is providing this notice under section 708(5)(e) of the Corporations Act;

  4. as at the date of this notice, the Company has complied with;

  5. 4.1 the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

  6. 4.2 section 674 of the Corporations Act; and

  7. as at the date of this notice, there is no information to be disclosed which is ‘excluded information’, as defined in sections 708A(7) or 708A(8) of the Corporations Act.

Please also find attached the Appendix 3B New Issue Announcement for the Issue.

Yours faithfully

NuWorld Solutions Limited

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Mathew Whyte Director and Company Secretary

Encl: Appendix 3B ( 7 pages)

NuWorld Solutions Limited

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Suite 4, 72 Canning Hwy, Victoria Park, WA 6100 AUSTRALIA Tel +61 8 9355 2565 Fax +61 8 9355 2575 Email [email protected] Web www.nuworldsolutions.com.au

ABN 44 009 148 529

Appendix 3B New Issue Announcement

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

NUWORLD SOLUTIONS 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).

1
+Class of+securities issued or to be
issued
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)
Fully paid ordinary shares
606,000,000 fully paid ordinary shares
Same as existing fully paid ordinary shares
  • See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

Appendix 3B New Issue Announcement

4
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
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
7
Dates of entering+securities into
uncertificated holdings or despatch
of certificates
8
Number and+class of all
+securities quoted on ASX
(_including_the securities in clause
2 if applicable)
9
Number and+class of all
+securities not quoted on ASX
(_including_the securities in clause
2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Yes – same as existing fully paid ordinary shares Yes – same as existing fully paid ordinary shares
a) $0.00035 (0.035 cents) per fully paid ordinary share
The funds raised pursuant to the Placement of $212,100 will
predominantly be used to fund the due diligence on the
proposed acquisition of Fleurieu Mines NL (as announced on
29 May 2012) and rc-compliance with Chapters 1&2 of ASX
ListingRules.
29 May 2012
Number +Class
4,647,022,710
1,130,394,439
2,496,250,000
Fully paid ordinary shares
Listed options exercisable at 1.0 cent
expiring 06 May 2013 (NUWOA)
Listed options exercisable at 0.50 cent
expiring 29 March 2013 (NUWOC)
Number +Class
5,000,000
5,000,000
Unlisted consultant option incentive
scheme options (NUWAB)
Unlisted consultant option incentive
scheme options (NUWAO)
The Company has not yet established a Dividend policy
  • See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New Issue Announcement

Part 2 – Bonus issue or pro rata issue 2 – Bonus issue or pro rata issue
11 Is security holder approval
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 +Record date to determine
entitlements
16 Will holdings on different registers
(or subregisters) be aggregated for
calculating 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 Closing date for receipt of
acceptances or renunciations
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
  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New Issue Announcement

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?
32 How do+security holders dispose
of their entitlements (except by sale
through a broker)?
33 +Despatch date
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New Issue Announcement

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) X[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)

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.

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 noone 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.

  • 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.

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Sign here: ............................................................ Date: 30 May 2012 Company Secretary

Print name: Mathew Whyte

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003