KINGSTON RESOURCES LIMITED — Capital/Financing Update 2014

Nov 3, 2014

ACN 009 148 529

KINGSTON RESOURCES LIMITED

ASX:KSN

4 November 2014 Company Announcements Office Australian Securities Exchange

LODGEMENT OF RIGHTS ISSUE PROSPECTUS

Kingston Resources Limited (“Company”) is pleased to announce the details of a Prospectus lodged with ASIC today for a renounceable pro rata offer of three (3) New Shares for every five (5) Shares held by Shareholders registered at 5.00pm Perth time on the Record Date at an issue price of 1.4 cents per New Share to raise up to approximately $754,159.

The Offer opens on 13 November 2014 and closes at 5.00pm Perth time on 9 December 2014. Valid Applications must be received by the Closing Date.

INDICATIVE TIMETABLE

The following are indicative dates in respect of the Offer:

Event	Date
Announcement of Offer	4 November 2014
Prospectus lodged with ASIC and ASX (Appendix 3B lodged with ASX)	4 November 2014
Notice of Offer sent to Shareholders	6 November 2014
Ex-date (date from which Shares begin trading without the Rights to participate in the Offer)	7 November 2014
Rights trading commences	7 November 2014
Record Date (to identify Shareholders entitled to participate in the Offer)	11 November 2014
Prospectus and Entitlement and Acceptance Forms sent to Eligible Shareholders	13 November 2014
Offer opens (Opening Date)	13 November 2014
Rights trading ends	2 December 2014
New Shares quoted on a deferred settlement basis	3 December 2014
Last day to extend the Closing Date	4 December 2014
Offer closes (Closing Date)*	9 December 2014
Notice to ASX of Shortfall	12 December 2014
New Shares issued	16 December 2014
Quotation of New Shares on ASX commences	17 December 2014

• The above dates are indicative only and may be subject to change. The Directors may vary these dates subject to any applicable requirements of the Corporations Ac t or the Listing Rules. The Directors may extend the Closing Date by giving at least three Business Days’ notice to ASX before the Closing Date.

Kingston Resources Limited 25-27 Jewell Parade North Fremantle, Western Australia 6159

t +61 8 9356 6619 f +61 8 9355 3565 w www.kingstonresources.com.au e info@kingstonresources.com.au

Page 1 of 1

An Appendix 3B New Issue Announcement is attached in relation to the securities to be offered under the Prospectus.

Yours Faithfully

Kingston Resources Limited

Mathew Whyte Company Secretary

Kingston Resources Ltd

25- 27 Jewell Parade, North Fremantle, Western Australia 6159

t +61 8 9356 6619 f +61 8 9355 3565 w www.kingstonresources.com.au e info@kingstonresources.com.au

Page 2 of 2

Appendix 3B New issue announcement

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

KINGSTON RESOURCES 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
	53,868,497
	Fully paid Ordinary Shares

• See chapter 19 for defined terms.

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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) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A	Yes
	$0.014 per share
	Fund exploration activity, general working capital and Costs of the Offer
	Yes.
	31/11/2014
	N/A
	N/A

• See chapter 19 for defined terms.

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6e Number of[+] securities issued with N/A security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under N/A an exception in rule 7.2 6g If securities issued under rule N/A 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule N/A 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining Rule 7.1 - 13,467,124 shares issue capacity under rule 7.1 and Rule 7.1A - 8,978,082 shares rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering[+] securities into 16 December 2014 uncertificated holdings or despatch of certificates

8 Number and +class of all +securities quoted on ASX ( including the securities in section 2 if applicable)

Number +Class Ordinary Shares 103,307,665 KSN Options 10,302,500 KSNO

• See chapter 19 for defined terms.

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Number +Class 9 Number and +class of all Ordinary Shares +securities not quoted on ASX 40,341,660 KSNAM ( including the securities in section 2 if applicable) Options 6,000,000 KSNAO 15,400,000 KSNAQ

10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 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	No
	Renounceable
	3 New Shares for 5 Shares held at Record Date
	KSN - Fully paid Ordinary Shares
	11 November 2014
	Yes
	Rounding up to the nearest whole Share
	Australia and New Zealand (refer section 2.3 of Prospectus dated 4/11/2014)
	9 December 2014

• See chapter 19 for defined terms.

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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	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	13 November 2014
	4 November 2014
	7 November 2014
	2 December 2014
	To sell all their Rights Security Holders need to complete the section “Instructions to your Stockbroker” on the Entitlement and Acceptance Form and forward to their stockbroker with sufficient time to sell the Rights before the last day of Rights Trading. (Refer Section 3.7 (a) of the Prospectus dated 4/11/2014)
	To sell part of the balance of their Rights SecurityHolders need to complete the

• See chapter 19 for defined terms.

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broker and accept for the balance?	Enitlement and Acceptance Form for the number of New Shares they wish to apply for and forward it together with their payment to their stockbroker with sufficient time to sell the Rights before the last day of Rights Trading. Their stockbroker will then lodge their acceptance and cheque with the Share Registry (Refer Section 3.7 (a) of the Prospectus dated 4/11/2014)

32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	Security holders may transfer all or part of their Rights to another person provided that the purchaser is not an Excluded Shareholder or would not be an Excluded Shareholder if the purchaser was the registered holder of Shares. If they wish to transfer some or all of their Rights to another person other than on the ASX, complete a standard renunciation and acceptance form (which can be obtained from the Share Registry or your stockbroker). This form must be completed by them (as seller) and by the purchaser in accordance with the instructions on the form. The completed form must be lodged with the Share Registry (see Section 3.5 of Prospectus) by the Closing Date together with the completed Entitlement and Acceptance Form and a cheque for the Application Monies (from the purchaser). (Refer section 3.7(b) of Prospectus dated 4 November 2014).
	16 December 2014

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

• See chapter 19 for defined terms.

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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

To be provided.

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

To be provided.

37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

ntities 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)	N/A
	N/A
	N/A
	N/A
	Number	+Class

• See chapter 19 for defined terms.

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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: 4/11/2014 (Company secretary) Print name: Mathew Whyte

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	82,355,828
Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	7,425,000
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	N/A
“A”	89,780,828

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	13,467,124
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 _Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	0
“C”	0
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	13,467,124
Subtract“C” Note: number must be same as shown in Step 3	0
Total[“A” x 0.15] – “C”	13,467,124 [Note: this is the remaining placement capacity under rule 7.1]

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining	Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15	13,467,124
Note: number must be same as shown in
Step 2
Subtract“C”	0
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	13,467,124
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 2	Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	89,780,828
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	8,978,083
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	0
“E”	0

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	8,978,083
Subtract“E” Note: number must be same as shown in Step 3	0
Total[“A” x 0.10] – “E”	8,978,083 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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