KINGSTON RESOURCES LIMITED — Capital/Financing Update 2017

Dec 7, 2017

ule 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)	(1) Performance Rights (LTI Performance Rights) (2) Performance Rights (STI Performance Rights) (3) Ordinary Shares
	(1) 12,813,661 LTI Performance Rights (2) 16,474,707 STI Performance Rights (3) 16,413,039 Ordinary Shares
	(1) Unquoted LTI Performance Rights granted to Executive Directors and Employee subject to performance and vesting conditions being satisfied before 30 June 2021 (2) Unquoted STI Performance Rights granted in three tranches to Executive Directors and Employee subject to performance and vesting conditions being satisfied before 31 July 2018. (3) Fully paid ordinary shares

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally in 1 and 2 No – upon vesting of the all respects from the date of Performance Rights into fully paid allotment with an existing[+] class of shares they will rank equally with quoted[+] securities? KSN Shares If the additional securities do not 3 - Yes 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 1 & 2 Nil 3 - $300,000 6 Purpose of the issue (1) 9,213,128 LTI Performance Rights to (If issued as consideration for the Executive Directors as approved by acquisition of assets, clearly shareholders on 29 November 2017 / identify those assets) 3,600,533 LTI Performance Rights to Employee (2) 11,845,450 STI Performance Rights to Executive Directors as approved by shareholders on 29 November 2017 / 4,629,257 STI Performance Rights to Employee (3) Execution of Livingston JV Agreement with Trillbar Resources Pty Ltd 6a Is the entity an[+] eligible entity that Yes. 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 29 November 2017 resolution under rule 7.1A was passed 6c Number of +securities issued N/A without security holder approval under rule 7.1 6d Number of +securities issued N/A without security holder approval under rule 7.1A

6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 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 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 issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering+securities into uncertificated holdings or despatch of certificates	N/A
	N/A
	N/A
	N/A
	See Annexure 1
	8 December 2017

Number +Class 8 Number and +class of all Ordinary Shares +securities quoted on ASX 1,009,370,132 KSN ( including the securities in section 2 if applicable)

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (_including_the securities in section 2 if applicable)	Number	+Class
	Existing 7,058,823 Options (Expiry 30/6/2019, EX 3c) 13,500,000 Options (Expiry 30/06/2018, Ex 4c) 13,500,000 Options (Expiry 30/06/2019, EX 7c) 5,000,000 Options (Expiry 22/12/19, Ex 2.5 cents) 1,350,000 Options (Expiry 8/3/2018, EX 5.6c) 29,000,000 Performance Rights (Expiry 30/06/2019 - subject to Performance and Vesting Conditions) 5,520,625 Performance Rights (Expiry 30/06/2020 - subject to Performance and Vesting Conditions) New 16,474,707 Performance Rights (Expiry 31/7/18 – subject to Performance and Vesting Conditions) 12,813,661 Performance Rights (Expiry 30/06/2021 – subject to Performance and Vesting Conditions)	KSNOP1 KSNOP3 KSNOP2 KSNOP4 KSNOP5 KSNPER KSNLT2 KSNST3 KSNLT3

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	N/A
	N/A
	N/A

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	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• 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 broker and accept for the balance? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

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

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

Entities that have ticked box 34(b)

• 38 Number of securities for which N/A +quotation is sought

39 Class of +securities for which N/A quotation is sought

• See chapter 19 for defined terms.

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40 Do the[+] securities rank equally in all N/A 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

N/A

(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)

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.

==> picture [63 x 42] intentionally omitted <==

Sign here: ............................................................ Date: 8 December 2017 (Company secretary)

Print name: Rozanna Lee

== == == == ==

• 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	660,269,985
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	1,287,000ordinary shares issued upon partial vesting of STI Performance Rights issued to Managing Director on 19/12/16 – approval by shareholders at AGM on 30/11/16) – remainder of Performance Rights have lapsed (issued on 31 July 2017) 302,601,971ordinary shares issued as scheme consideration (17 November 2017)
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	N/A
“A”	964,158,956

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	144,623,843
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	3,376,250(LTI Performance Rights issued on 19/12/16 without shareholder approval) 2,025,751(Ordinary Shares issued on 31 July 2017 upon partial vesting of STI Performance Rights issued to employees on 19/12/16 – remainder of Performance Rights have lapsed) 5,000,000(Unquoted Options issued on 22/12/16) 5,500,000(Ordinary Shares issued on 22/12/16) 15,220,351(Ordinary Shares issued as WCB Management Compensation Shares on 17/11/17) 6,052,035(Ordinary Shares issued to adviser to company wrt WCB merger) 4,629,257…….(STI Performance Rights issued on 6/12/17 without shareholder approval) 3,600,533(LTI Performance Rights issued on 6/12/17 without shareholder approval) 16,413,039Ordinary Shares issued on 8/12/17)
“C”	61,817,216
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	144,623,843

• See chapter 19 for defined terms.

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Subtract“C” Note: number must be same as shown in Step 3	61,817,216
Total[“A” x 0.15] – “C”	82,806,627 [Note: this is the remaining placement capacity under rule 7.1]

Part 2

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	964,158,956
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	96,415,896
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	N/A
“E”	N/A

• 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	96,415,896
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	96,415,896 Note: this is the remaining placement capacity under rule 7.1A