KINGSTON RESOURCES LIMITED — Capital/Financing Update 2018

Feb 11, 2018

KINGSTON RESOURCES LIMITED

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ASX Announcement

12 February 2018

ASX Code: KSN

Cleansing Statement and Appendix 3B – Issue of Securities

Share Price: A$0.022 Shares Outstanding: 1,009,370,132 Market Capitalisation: A$22.2 Cash: A$2.1m (31 December, 2017)

Pro-forma (post Share Issue) Shares Outstanding: 1,203,370,132 Cash: A$6.1m

ACN 009 148 529

Board and Management

Anthony Wehby Chairman

Andrew Corbett Managing Directo r

Andrew Paterson Chief Geological Officer

Stuart Rechner Non-Executive Director

Chris Drew

Business and Commercial Manager

Kingston Resources Limited (the Company) will issue 194,000,000 ordinary fully paid shares (Shares) on 13 February 2018 at an issue price of $0.022 per Share to raise $4.3m (before costs) pursuant to a placement to Australian and international institutional investors alongside sophisticated investors (Issue).

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

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

2. As at the date of this notice, the Company has complied with: 2.1. the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

3. 2.2. section 674 of the Corporations Act; and

4. 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.

An Appendix 3B new issue announcement in relation to the Issue is attached.

Contact Details

205/283 Alfred Street North, North Sydney, NSW 2060 +61 2 8021 7492

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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)	Ordinary Shares
	194,000,000 Ordinary Shares
	Same as existing Shares

• See chapter 19 for defined terms.

Appendix 3B Page 1

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 without security holder approval under rule 7.1A	Yes
	$0.022 per Shares
	Funds to be used primarily to advance exploration activities at the Company’s Misima and Livingstone Gold projects (refer Announcements dated 6 and 12 February 2018)
	Yes.
	29 November 2017
	97,507,877
	96,492,123

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 Yes, refer ASX Announcement on 6 February 7.1A, was issue price at least 75% 2018 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 – Nil issue capacity under rule 7.1 and Rule 7.1A – 473,773 rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering[+] securities into 13 February 2018 uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all Ordinary Shares +securities quoted on ASX 1,203,370,132 KSN ( including the securities in section 2 if applicable)

• See chapter 19 for defined terms.

Appendix 3B Page 3

9 Number and +class of all +securities not quoted on ASX (_including_the securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	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) 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
	N/A

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

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

• See chapter 19 for defined terms.

Appendix 3B Page 5

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.

Appendix 3B Page 7

01/08/2012

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 (if issued upon conversion of another security, clearly identify that other security)

N/A

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.

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Sign here: ............................................................ Date: 12 February 2018 (Company secretary)

Print name: Rozanna Lee

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

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	665,769,985
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”	969,658,956

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	145,448,843
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	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) 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) 97,507,877Ordinary Shares issued on 13/2/18
“C”	145,448,843
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	145,448,843
Subtract“C” Note: number must be same as shown in Step 3	145,448,843

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	145,448,843
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	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) 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) 97,507,877Ordinary Shares issued on 13/2/18
“C”	145,448,843
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	145,448,843
Subtract“C” Note: number must be same as shown in Step 3	145,448,843

“A” x 0.15
	145,448,843
Note: number must be same as shown in
Step 2
Subtract“C”	145,448,843
Note: number must be same as shown in
Step 3

• See chapter 19 for defined terms.

Appendix 3B Page 11

01/08/2012

0 Total [“A” x 0.15] – “C” [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	969,658,956
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	96,965,896
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	96,492,123 Ordinary Shares issued on 13/2/18
“E”	96,492,123

• See chapter 19 for defined terms.

Appendix 3B Page 13

01/08/2012

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	96,965,896
Subtract“E” Note: number must be same as shown in Step 3	96,492,123
Total[“A” x 0.10] – “E”	473,773 Note: this is the remaining placement capacity under rule 7.1A