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KINGSTON RESOURCES LIMITED Major Shareholding Notification 2017

Nov 23, 2017

65206_rns_2017-11-23_dfddb908-c7c9-4d00-b847-51d610cd0129.pdf

Major Shareholding Notification

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603 page 1/2 15 July 2001

Form 603 Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme

Kingston Resources NL

ACN/ARSN 009 148 529

1. Details of substantial holder (1)

Name Sandfire Resources NL

ACN/ARSN (if applicable) 105 154 185

The holder became a substantial holder on 17/11/2017

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities(4) Number of securities Person’s votes(5) Voting power(6)
FullyPaid OrdinaryShares 113,499,999 113,499,999 11.43%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

r are as follows: r are as follows:
Holder of relevant interest Nature of relevant interest(7) Class and number of securities
Sandfire Resources NL Acquired pursuant to the terms and
conditions of the merger arrangement
between Kingston Resources NL and
WCB Resources Limited (TSX-V:
WCB). Sandfire Resources NL
previously held25,222,222 fully paid
ordinary shares in WCB.
113,499,999 ordinary shares
resent registered holders
istered as holders of the securities referred to in paragraph 3 above are as follows:
Holder of relevant
interest
Registered holder of
securities
Person entitled to be
registered as holder(8)
Class and number
of securities
Sandfire Resources NL Sandfire Resources NL Sandfire Resources NL 113,499,999 fully
paid ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

ntial holder is as follows:
Holder of relevant
interest
Date of acquisition Consideration (9) Class and number
of securities
Sandfire Resources NL 17/11/2017 Cash Non-cash 113,499,999 fully
paid ordinary shares
See point 3
above.

003837824.1

603 page 2/2 15 July 2001

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable) Nature of association N/A N/A

7. Addresses

The addresses of persons named in this form are as follows:

Name Address
Sandfire Resources NL Level 1,31 Ventnor Avenue,West Perth,Western Australia,6005

Signature

print name Matthew Fitzgerald capacity Company Secretary sign here date 24/11/2017

DIRECTIONS

  • (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

  • (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

  • (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

  • (4) The voting shares of a company constitute one class unless divided into separate classes.

  • (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

  • (6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

  • (7) Include details of:

  • (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

  • (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown.’”

  • (9) Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

003837824.1