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KINGSTON RESOURCES LIMITED M&A Activity 2017

Oct 9, 2017

65206_rns_2017-10-09_e4aed12e-361c-4f83-9768-896737ddfee4.pdf

M&A Activity

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KINGSTON RESOURCES LIMITED

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ASX Announcement

10 October 2017

Update: Misima Gold Project

ASX Code: KSN

Share Price: A$0.015 Shares Outstanding: 669,082,736 Market Capitalisation: A$10 m Cash: A$3.9m (30 June, 2017)

ACN 009 148 529

Highlights

  • Kingston Resources Ltd (KSN)’s is pleased to confirm the Supreme Court of British Columbia has granted interim approval for the merger between Kingston Resources Ltd (KSN) and WCB Resources (WCB).

Board and Management

Anthony Wehby Chairman

  • The merger between KSN and the current operator of the Misima project, WCB Resources Ltd, is expected to be complete by 13 November 2017.

Andrew Corbett

Managing Directo r

Andrew Paterson Chief Geological Officer

Stuart Rechner Non-Executive Director

Chris Drew

Further to the KSN announcement on 21 September 2017 that a Plan of Arrangement had been executed with WCB to merge the companies by way of a Canadian Plan of Arrangement (“Arrangement”), the Companies have now completed the WCB shareholder Information Circular and have received interim court approval for the merger.

Business and Commercial Manager

WCB’s shareholders will receive the comprehensive Information Circular containing full details of the proposed Arrangement, including the basis for the WCB Board’s recommendation that WCB shareholders approve the proposed Arrangement. Mailing of the circular is expected to occur by 11 October with the WCB shareholders meeting to be held in Vancouver on the 7 November 2017.

The majority of WCB shareholders have already expressed support for the deal. The current WCB Board, who hold a combined interest of 17% in WCB, have agreed to vote in favour of the Arrangement in the absence of a superior proposal. Sandfire Resources NL, a major shareholder of WCB holding 38% of the outstanding shares, plus two other large shareholders holding a combined total of 11% of outstanding shares, have each signed voting agreements in support of the Arrangement in the absence of a superior proposal. Other large shareholders holding 12% of WCB have indicated their support for the Arrangement.

Contact Details

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

[email protected] www.kingstonresources.com.au

Final court approval is expected, assuming receipt of the Shareholder Approval, on 9 November 2017, with the completion of the merger expected by 13 November, following which it is expected that WCB will be delisted from the TSX-V.

This announcement is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell shares or a solicitation of a proxy.

ENDS

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