PATRONUS RESOURCES LIMITED — AGM Information 2021

Oct 24, 2021

Kin Mining N.L.

ACN 150 597 541

Notice of Annual General Meeting

Explanatory Statement and Proxy Form

Date of Meeting 25 November 2021

Time of Meeting

10.00 am (AWST)

Place of Meeting

The AGM will be conducted as a virtual meeting, accessible online.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss any matters prior to the Meeting, please contact the Company Secretary by telephone on +61 8 9242 2227.

IMPORTANT INFORMATION REGARDING COVID-19: Due to the COVID-19 pandemic, the AGM will be held as a virtual meeting. If you wish to virtually attend the AGM, please refer to the Meeting ID and Shareholder ID on your personalised proxy form to login to the meeting at www.advancedshare.com.au/virtual-meeting.

The Commonwealth Parliament has passed the Treasury Laws Amendment (2021 Measures No.1) Act 2021 which has legislated temporary modifications to the Corporations Act to allow the Notice of Meeting and other information regarding the AGM to be provided electronically and to allow shareholders to participate in the AGM using the online facility which facilitates direct voting and questions.

This Notice of Meeting can be accessed on the Company's website at https://www.kinmining.com.au.

Shareholders are also strongly encouraged to lodge their completed Proxy Forms in accordance with the instructions in this Notice of Meeting.

Contents

Venue and Voting Information	2
Notice of AGM – Agenda and Resolutions	4
Notice of AGM– Explanatory Statement	8
Definitions	17
Schedule 1 - Overview of Performance Rights Plan	Attached
Schedule 2 – Terms and Conditions of Performance Rights	Attached

Proxy Form Attached

Important Information for Shareholders about the Company's 2021 AGM

Given the uncertainty surrounding the COVID-19 pandemic, by the time this Notice is received by Shareholders, the circumstances may have changed. However, this Notice is given based on the circumstances as at 25 October 2021.

Accordingly, should the circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company's website at https://www.kinmining.com.au. Shareholders are urged to monitor the ASX announcements platform and the Company's website.

Given the significant health concerns attributed to the COVID-19 pandemic, in addition to the guidelines and restrictions issued by the Australian state and federal governments, the Company considers that it is appropriate to hold the 2021 AGM as a virtual meeting, in a manner that is consistent with the Treasury Laws Amendment (2021 Measures No.1) Act.

Venue and Voting Information

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates (Meeting) will be held at 10:00am (AWST) on Thursday 25 November 2021 as a virtual meeting. The Meeting will be accessible to all Shareholders via a live webinar, which will allow Shareholders to participate in the Meeting.

If you are a shareholder and you wish to participate at the Meeting, please use the Meeting ID and Shareholder ID on the Proxy Form to login to the Meeting at www.advanceshare.com.au/virtual-meeting.

Please contact Advanced Share Registry on +61 (8) 9389 8033 if you have any queries or problems logging into the Meeting portal.

Voting virtually at the Meeting

To vote at the Meeting, you are encouraged to appoint a proxy, preferably the Chair of the Meeting (Chair), to vote on your behalf at the Meeting as this will simplify the voting procedures for the Meeting. Alternatively, you will be able to record your vote during the Meeting through an online poll*.*

Voting by poll

All resolutions at the Meeting will be voted on by poll and Shareholders who are entitled to vote may vote either prior to the Meeting by appointing a proxy or by poll during the Meeting (such a poll to be taken electronically).

Shareholders who wish to vote by poll during the Meeting will be able to submit their online poll votes immediately after the Chair calls for a vote on the Resolutions. Shareholders can do this by clicking the poll button on their screen. The outcome of each Resolution will not be determined until after the conclusion of the Meeting to allow the Company Secretary sufficient time to check poll votes.

You may still attend the Meeting via the webinar if you have completed a Proxy Form but the person you have appointed as proxy will cast your vote on your behalf.

Voting by proxy

Shareholders can appoint the Chair as their proxy and provide specific instructions on how the Shareholder's vote is to be exercised on each item of business. The Chair must follow your instructions. If a person other than the Chair is appointed as proxy, the proxy will revert to the Chair in the absence of the appointed proxy holder's attendance at the Meeting. Lodgement instructions (which include the ability to lodge proxies electronically) are set out in the Proxy Form attached to the Notice of Meeting.

Completed Proxy Forms should be returned to the address set out below as soon as possible, and in any event, must be received by no later than 10am (AWST) on Tuesday 23 November 2021, being no less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

Chair's voting intentions

The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention. If the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on Resolutions 1 to 5 by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.

Participation

Shareholders will be able to participate at the Meeting by using their personalised log-in on the Proxy Form. The Meeting portal will be open to ask questions prior to the Meeting from Thursday, 18 November 2021. Shareholders can also submit any questions in advance of the Meeting by emailing questions to the Company Secretary at s.jones@kinmining.com.au by no later than 5pm (AWST) on Tuesday, 23 November 2020.

Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business, however it would be preferable for them to be submitted to the Company in advance of the Meeting. In order to ask a question during the Meeting, please follow the instructions from the Chair.

The Chair will attempt to respond to the questions during the Meeting. Shareholders are limited to a maximum of two questions each (including any submitted in advance of the Meeting). The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).

There will be a company presentation delivered at the Meeting which will be available on the Company's website at www.kinmining.com.au.

Your vote is important

The business of the Annual General Meeting affects your shareholding and your vote is important.

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that an Annual General Meeting of Shareholders of Kin Mining N.L. (Kin or the Company) will be held on Thursday 25 November 2021, commencing at 10.00am (AWST) and will be held entirely virtually via an online Meeting platform provided by the Company's share registry, Advanced Share Registry.

The enclosed Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting.

AGENDA

ORDINARY BUSINESS

Accounts and Reports

To receive and consider the annual financial report for the financial year ended 30 June 2021, together with the reports by Directors and auditors thereon.

1. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass the following Resolution as a non-binding resolution:

"That for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report set out in the Company's 2021 Annual Report for the financial year ended 30 June 2021 be adopted."

Note: The vote on this Resolution is advisory only and does not bind the Directors of the Company.

2. RESOLUTION 2: RE-ELECTION OF DIRECTOR (MR BRIAN DAWES)

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:

"That Mr Brian Dawes, being a Director of the Company who retires by rotation in accordance with Clause 11.3 of the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company."

3. RESOLUTION 3: RE-ELECTION OF DIRECTOR (MR HANSJOERG PLAGGEMARS)

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:

"That Mr Hansjoerg Plaggemars, being a Director of the Company who retires by rotation in accordance with Clause 11.3 of the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company."

4. RESOLUTION 4: APPROVAL TO GRANT PERFORMANCE RIGHTS TO MR ANDREW MUNCKTON

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:

"That for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the Directors to grant up to 1,000,000 Performance Rights (and issue up to 1,000,000 Shares on conversion of such Performance Rights) to Mr Andrew Munckton (or his nominee) subject to the terms of the Performance Rights Plan and on the terms and conditions summarised in the Explanatory Statement."

5. RESOLUTION 5: APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as a special resolution:

"That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the Shares on issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement."

Voting Prohibition Statements

Resolution 1 – Adoption ofRemuneration Report	A vote on this Resolution must not be cast (in any capacity) by or onbehalf of either of the following persons:
	(a)	a member of the Key Management Personnel, details of whose
		remuneration are included in the Remuneration Report; or
	(b)	a Closely Related Party of such a member.
	However, a person (the voter) described above may cast a vote on this
		Resolution as a proxy if the vote is not cast on behalf of a person
		described above and either:
	(a)the voter is appointed as a proxy by writing that specifies the
		way the proxy is to vote on this Resolution; or
	(b)	the voter is the Chair and the appointment of the Chair as
		proxy:
		(i)does not specify the way the proxy is to vote on this
		Resolution; and
		(ii)expressly authorises the Chair to exercise the proxy
		even though this Resolution is connected directly or
		indirectly with the remuneration of a member of the
		Key Management Personnel.

Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolutions set out below by or on behalf of the following persons:

Resolution 4 - Approval to GrantPerformance Rights to MrAndrew Munckton	The Company will disregard any votes cast in favour of the resolution byor on behalf of a person referred to in rule 10.14.1, 10.14.2 or 10.14.3who is eligible to participate in the employee incentive scheme inquestion. This includes Mr Andrew Munckton and any associate of MrAndrew Munckton as well as any Director of the Company who isentitled to participate in the Performance Rights Plan or theirAssociates.
	However, this does not apply to a vote cast in favour of a resolution by:
	(a)	a person as a proxy or attorney for a person who is entitledto vote on the Resolution, in accordance with directionsgiven to the proxy or attorney to vote on the Resolution inthat way; or
	(b)	the Chair of the Meeting as proxy or attorney for a personwho is entitled to vote on the Resolution, in accordancewith a direction given to the Chair to vote on the Resolutionas the Chair decides; or
	(c)	a holder acting solely in a nominee, trustee, custodial orother fiduciary capacity on behalf of a beneficiary providedthe following conditions are met:
	1.	the beneficiary provides written confirmation to the holderthat the beneficiary is not excluded from voting, and is notan associate of a person excluded from voting, on theresolution; and
	2.	the holder votes on the resolution in accordance withdirections given by the beneficiary to the holder to vote inthat way.

Voting Prohibition Statement

The Company will disregard any votes cast on Resolution 4 as a proxy for any members of the Key Management Personnel or their Closely Related Parties, unless the vote is cast as a proxy for a person entitled to vote in accordance with a direction on the proxy form or by the Chairman pursuant to an express authorisation to exercise the proxy.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;
• the proxy does not need to be a Shareholder of the Company; and
• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary.

Voting at AGM

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the AGM are those who are registered Shareholders of the Company at 4.00pm (AWST) on Tuesday 23 November 2021. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the AGM.

Proxy and voting entitlement instructions are included on the Proxy Form accompanying this Notice.

BY ORDER OF THE BOARD

Stephen Jones Company Secretary 25 October 2021

EXPLANATORY STATEMENT

INTRODUCTION

This Explanatory Statement has been prepared for the information of Shareholders of Kin Mining N.L. (Kin or the Company) in connection with the business to be conducted at the Annual General Meeting (AGM) of Shareholders to be held on Thursday 25 November 2021, commencing at 10.00am (AWST) and will be held entirely virtually via an online meeting platform provided by the Company share registry, Advanced Share Registry.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice.

In accordance with the requirements of the Company's Constitution and the Corporations Act, the 2021 Annual Report will be tabled at the AGM. Shareholders will have the opportunity of discussing the Annual Report and making comments and raising queries in relation to the Annual Report in the manner set out on page 3 of the Notice of AGM. There is no requirement for a formal resolution on this item.

Representatives from the Company's auditors, HLB Mann Judd Corporate (WA) Pty Ltd, will be present to take Shareholders' questions and comments about the conduct of the audit and the preparation and content of the audit report.

2021 ANNUAL REPORT

In accordance with the requirements of the Constitution and the Corporations Act, the 2021 Annual Report will be tabled at the AGM. Shareholders will have the opportunity of discussing the Annual Report and making comments and raising queries in relation to the Report. There is no requirement for a formal resolution on this item.

Representatives from the Company's auditors, HLB Mann Judd Corporate (WA) Pty Ltd, will be present to take Shareholders questions and comments about the conduct of the audit and the preparation and content of the audit report.

Annual Report Online

Shareholders who have not elected to receive a hard copy of the Annual Report can access the report on the Company's website at www.kinmining.com.au.

1. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

General

The Corporations Act requires that at a listed company's annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors of the Company.

Pursuant to the Corporations Act, if at least 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report at the AGM, and then again at the Company's 2022 AGM, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of Directors of the Company (Spill Resolution).

If more than 50% of the Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting (Spill Meeting) within 90 days of the Company's 2022 AGM. All of the Directors who were in office when the Company's 2022 Directors Report was approved, other than the managing director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for reelection at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as Directors is approved, will be the Directors of the Company.

The Remuneration Report sets out the Company's remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors' report contained in the annual financial report of the Company for the financial year ended 30 June 2021.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the AGM.

Proxy Restrictions

Pursuant to the Corporations Act, if you elect to appoint the Chair, or another member of the Key Management Personnel or any Closely Related Party as your proxy to vote on this Resolution 1, you must direct the proxy how they are to vote. Where you do not direct the Chair, or another member of the Key Management Personnel or Closely Related Party on how to vote on this Resolution 1, the proxy is prevented by the Corporations Act from exercising your vote and your vote will not be counted in relation to Resolution 1.

2. RESOLUTION 2: RE-ELECTION OF DIRECTOR (MR BRIAN DAWES)

Resolution 2 relates to the re-election of Mr Brian Dawes as a Director of the Company.

Mr Dawes is a mining engineer with extensive international mining industry experience. He holds a BSc in Mining from the University of Leeds UK, and is Member of the Australasian Institute of Mining and Metallurgy. He has worked in the UK, Africa, the Middle East and across Australia and holds several First Class Mine Managers' Certificates of Competency. Mr Dawes' diverse expertise covers all key industry aspects from exploration through the discovery, feasibility, funding, approvals, project construction, commissioning, operations, optimisation, logistics, marketing, and closure phases. This includes site management and corporate responsibilities in a diversity of challenging and successful underground and open pit operations across many commodities and geographies; mainly in copper, nickel, gold, zinc and lead, with iron ore, graphite, and coal.

Mr Dawes is a Non-Executive Director of Talisman Mining, and has previously held a number of Executive positions with Jubilee Mines NL, Western Areas, LionOre Australia, WMC, Normandy Mining and Aberfoyle.

Mr Dawes is a member of Kin's Audit Committee and Remuneration and Nomination Committee and is an independent Director.

In accordance with the requirements of clause 11.3 of the Constitution and the Corporations Act, one-third of the Directors of the Company retire from office at this AGM of the Company. Mr Brian Dawes retires by rotation and, being eligible, offers himself for re-election.

The Chair intends to vote all undirected proxies in favour of Resolution 2.

3. RESOLUTION 3: RE-ELECTION OF DIRECTOR (MR HANSJOERG PLAGGEMARS)

Resolution 3 relates to the re-election of Mr Hansjoerg Plaggemars as a Director of the Company.

Mr Plaggemars is an experienced company director with a deep background in corporate finance, corporate strategy and governance. He has served on the Board of Directors of many listed and unlisted companies in a variety of industries including mining, agriculture, shipping, construction and investments. This includes the Board of Delphi Unternehmensberatung AG.

Mr Plaggemars has qualifications in Business Administration and is fluent in English and German.

Mr Plaggemars is a member of Kin's Audit Committee and Remuneration and Nomination Committee.

In accordance with the requirements of clause 11.3 of the Constitution and the Corporations Act, one-third of the Directors of the Company retire from office at this AGM. Mr Hansjoerg Plaggemars retires by rotation and, being eligible, offers himself for re-election.

The Chair intends to vote all undirected proxies in favour of Resolution 3.

4. RESOLUTION 4: APPROVAL TO GRANT PERFORMANCE RIGHTS TO MR ANDREW MUNCKTON

The Company proposes to grant up to 1,000,000 Performance Rights to the Managing Director, Mr Andrew Munckton (or his nominee) as a long term incentive.

The Performance Rights will each convert into a Share for no consideration on exercise by Mr Andrew Munckton once the vesting conditions have been satisfied. The Performance Rights expire three years from the date of grant.

The Performance Rights are to be issued in accordance with the terms of the Executive Employment Agreement with Mr Andrew Munckton that includes the provision of long term incentives with the maximum value to be an amount equal to 30% of the total fixed remuneration per annum and are subject to the terms of the Performance Rights Plan. The amount and terms of the long term incentives is completely within the discretion of the Board and will be determined annually.

The Performance Rights will be issued in three Tranches as follows:

TranchePerformance Period		Maximum allocation of long term incentives
Tranche 1	1 July 2021 – 30 June 2022	$33,879
Tranche 2	1 July 2022 – 30 June 2023	$33,879
Tranche 3	1 July 2023 – 30 June 2024	$33,879

Performance Rights will, subject to meeting the Performance Measures, vest into Shares in the Company in accordance with the following formula.

Number of shares =	$ value of the Performance Rights
	Volume Weighted Average Price (VWAP) of the Company's shares over the 10 days
	on which trading in the Employer's shares occurred leading up to and including the
	day prior to the vesting date

The Performance Rights will vest on satisfaction of the following vesting conditions.

Vesting conditions

The vesting of the Performance Rights are subject to the satisfaction of the following performance conditions.

The Board will have the unfettered and absolute right to determine and confirm whether vesting conditions have been met in respect of each and all Tranches. In making its determination, the Board will recognise the relevant Tranche objective at the end of the applicable vesting period and have regard to the implementation of the business plan, as well as other proposals endorsed by the Board as part of its ongoing review of strategy.

Vesting conditions will be a Shareholder aligned measure (Total Shareholder Return – TSR).

The vesting of each Tranche will be measured in absolute terms and relative terms against a defined peer group approved by the Board which is reflective of companies in the same industry with similar issues in respect of organisational size, market capitalisation, geography, life cycle and project complexity as shown in the table below.

Tranche1	Vesting conditions (Tranche Objective)	Weighting
	Company's Absolute TSR	50%
Tranche 1	Company's TSR relative to Peers	50%
Tranche 2	Company's Absolute TSR	50%
	Company's TSR relative to Peers	50%
Tranche 3	Company's Absolute TSR	50%
	Company's TSR relative to Peers	50%

1) The number of Performance Rights to be granted is calculated by dividing each $33,879 Tranche by the VWAP of the Company's Shares over the 10 days on which trading in the Company's Shares occurred leading up to and including the day prior to the vesting date. To give Shareholders a better understanding of the total potential number of Shares Mr Andrew Munckton could receive, based on the VWAP of the Company's shares over the 10 business days preceding the date within this Notice, of $0.1151, the maximum number of Performance Rights that the Company would grant Mr Andrew Munckton would be 883,032 Performance Rights.

General terms and conditions applying to the vesting of all Tranches of Performance Rights

The vesting of the Performance Rights are also subject to the following terms:

• (a) Mr Andrew Munckton remaining in the employment of the Company at the relevant vesting date unless otherwise agreed by the Board;
• (b) Performance Rights in each Tranche will be issued within one month following the vesting of each vesting condition;
• (c) The Board has unfettered and absolute discretion in confirming if a particular vesting condition has been met;
• (d) The Board will retain the unfettered and absolute discretion, on the specific recommendation of the Remuneration and Nomination Committee (where applicable), to approve vesting of Performance Rights where deemed appropriate. This is intended to cover the permanent disablement, incapacity or death of Mr Munckton; and
• (e) Performance Rights in relation to each Tranche may be exercised at any time after the relevant vesting conditions are deemed to have been met up until the date being 3 years from the date of the Meeting.

The Company will disregard any votes cast on this Resolution 4 by Mr Andrew Munckton (being a Related Party of the Company to whom this Resolution 4 would permit the financial benefit to be given) and his Associates (who are all prohibited from voting).

Specific Information Required by Listing Rule 10.15

The following information is provided for the purposes of Listing Rule 10.15:

• (a) The Company proposes to grant up to 1,000,000 Performance Rights to the Managing Director, Mr Andrew Munckton (or his nominee).

• (b) Mr Andrew Munckton is a Director of the Company and accordingly this resolution requires approval of the shareholders under Listing Rule 10.14.1.

• (c) The maximum number of Securities be issued pursuant to Resolution 4 is 1,000,000. The exact number of Performance Rights to be granted is to be determined in accordance with the formula set out in the table above.

• (d) The vesting conditions and expiry date of the Performance Rights to be granted under the Performance Plan are set out above.

• (e) In relation to the proposed Performance Rights to Mr Andrew Munckton the:

  • (i) principal terms of the Performance Rights Plan are set out in Schedule 1;
  • (ii) further terms and conditions of the New Performance Rights are set out in Schedule 2;
  • (iii) Performance Rights are proposed to be issued to Mr Andrew Munckton in accordance with the terms of the Executive Employment Agreement with Mr Andrew Munckton that includes the provision of long term incentives. Further the Company has chosen to grant the New Performance Rights to Mr Munckton on the basis that the New Performance Rights are unlisted and will have no dilutionary impact on Shareholders, the issue of New Performance Rights to Mr Munckton will further align his interests with those of Shareholders by linking his remuneration with the performance of the Company and the issue of New Performance Rights is a reasonable and appropriate method to provide cost effective remuneration to Mr Munckton
  • (iv) maximum value of the Performance Rights has been determined by the Directors to be $101,637 based on the cash equivalent of the value of the Performance Rights. The maximum Performance Rights to be issued are equal to a cash value of 30% of the fixed remuneration at the time the Performance Rights are issued.

• (f) Mr Andrew Munckton's current total remuneration package includes:

  • (i) fixed remuneration of $338,793 (inclusive of superannuation);
  • (ii) Short Term Incentives in addition to the remuneration the Board may in its discretion grant Mr Andrew Munckton short term incentives up to a maximum of 50% of the fixed remuneration in cash only. The short term incentives are linked to performance criteria.
  • (iii) Long Term Incentives in addition to the remuneration the Board may in its discretion grant Mr Andrew Munckton long term incentives up to a maximum of 30% of the fixed remuneration in shares, options or performance rights only as determined by the board. The long term incentives are linked to performance criteria.

• (g) The Performance Rights will be granted for nil consideration as part of long term incentives for Mr Munckton. Accordingly, no funds will be raised from the grant of the Performance Rights. Upon conversion of the Performance Rights, Shares will be issued on a one for one basis on the same terms as the Company's existing Shares.

• (h) Performance Rights granted under the Performance Rights Plan to date include:

  • 4,000,000 granted to the previous Managing Director (Don Harper) of which 380,083 have been issued at $0.2631 per Performance Right following the vesting conditions being met and the remainder of 3,619,917 that have since been cancelled;
  • 291,149 granted to employees of which 291,149 have been issued at $0.2576 per Performance Right following vesting conditions being met;
  • up to 4,000,000 granted to the Managing Director (Andrew Munckton) pursuant to the 30 June 2020 employment year of which; 264,443 have been issued at $0.1229 per Performance Right, and 198,599 have been issued at $0.1391 per Performance Right, following the vesting conditions being met and the remainder of 3,536,958 that remain granted pending the vesting conditions being met;
  • up to 1,000,000 granted to the Managing Director (Andrew Munckton) pursuant to the 30 June 2021 employment year of which 119,393 have been issued at $0.1391 per Performance Right following the vesting conditions being met and the remainder of 880,607 that remain granted pending the vesting conditions being met; and
  • 125,412 granted to employees of which 125,412 have been issued at $0.1391 per Performance Right following vesting conditions being met.

• (i) Mr Andrew Munckton is a Related Party of the Company as he is the Managing Director.

• (j) Mr Andrew Munckton is the only Listing Rule 10.14 party of the Company that is entitled to participate in the Performance Rights Plan.

• (k) The Company will grant the Performance Rights no later than 3 years after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

• (l) A voting exclusion statement is included in the Notice.

• (m) In each Annual Report of the Company, details of any Performance Rights used under the Performance Rights Plan will be published relating to the period in which the Performance Rights have been issued, and that approval for the issue of the Performance Rights was obtained under Listing Rule 10.14. In addition any additional persons who may become entitled to the issue of Performance Rights after the date of the Meeting and who are not named in this Notice may not be issued any Performance Rights until approval is obtained under Listing Rule 10.14.

• (n) There are no loans provided by the Company in relation to the issue of the Performance Rights.

Technical Information required by Listing Rule 14.1A

If Resolution 4 is passed 1,000,000 Performance Rights will be issued to the Managing Director Mr Andrew Munckton as a long term incentive. If the various vesting hurdles are met then those Performance Rights will convert into Shares and Shareholders will be diluted to the extent of the Performance Rights.

If Resolution 4 is not passed, the Performance Rights will not be issued and the Board will be required to consider providing cash incentive payments based on the vesting hurdles to incentivise Mr Andrew Munckton in accordance with his Executive Employment Agreement in lieu of the Performance Rights.

5. Resolution 5: Approval of Additional 10% Placement Capacity

General

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% (7.1A Mandate).

An 'eligible entity' means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. The Company is an eligible entity for these purposes.

Resolution 5 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

If Resolution 5 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 5 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A, and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

Technical information required by Listing Rule 7.1A

Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to Resolution 5:

Period for which the 7.1A Mandate is valid

The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following:

• i. the date that is 12 months after the date of this Meeting;
• ii. the time and date of the Company's next AGM; and
• iii. the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking).

Minimum Price

Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

• i. the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or
• ii. if the Equity Securities are not issued within 10 trading days of the date in paragraph i, the date on which the Equity Securities are issued.

Use of funds raised under the 7.1A Mandate

The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for expenditure on the Company's current exploration and development assets, including the Cardinia gold project and associated recent discoveries. Funds will be used for exploration including drilling, mapping, metallurgical analysis, feasibility studies and ongoing project administration. Funds will also be applied towards general working capital.

Risk of Economic and Voting Dilution

Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 5 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue as at 22 October 2021.

The table also shows the voting dilution impact when the number of Shares on issue (Variable A in the formula) changes and the economic dilution when there are changes in the issue price of Shares issued under the 7.1A Mandate.

		Dilution
Number of Shares onIssue (Variable A inListing Rule 7.1A.2) *			Issue Price
		Sharesissued –10% votingdilution	$0.0600	$0.1200	$0.1800
			50%decrease	Issue Price	50%increase
			Funds Raised
Current	799,635,745Shares	79,963,575Shares	$4,797,814	$9,595,629	$14,393,443
50%increase	1,199,453,618Shares	119,945,362Shares	$7,196,722	$14,393,443	$21,590,165
100%increase	1,599,271,490Shares	159,927,149Shares	$9,595,629	$19,191,258	$28,786,887

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

• 1. There are currently 799,635,745 Shares on issue as at the date of this Notice.
• 1. The issue price set out above is the closing market price of the Shares on the ASX on 22 October 2021.
• 1. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate.
• 1. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.
• 1. The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.
• 1. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
• 1. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed.
• 1. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
• 1. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A mandate, based on that Shareholder's holding at the date of the Meeting.

Shareholders should note that there is a risk that:

(i) the market price for the Company's Shares may be significantly lower on the issue date than on the date of the Meeting; and

(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

Allocation policy under the 7.1A Mandate

The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors:

• (i) the purpose of the issue;
• (ii) alternative methods for raising funds available to the Company at that time including, but not limited to an entitlement issue, share purchase plan, placement or other offer where existing Shareholders may participate;
• (iii) the effect of the issue of the Equity Securities on the control of the Company;
• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
• (v) prevailing market conditions; and
• (vi) advice from corporate, financial and broking advisers (if applicable).

Previous approval under Listing Rule 7.1A

The Company did not previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its AGM held on 25 November 2020 (Previous Non Approval).

During the 12-month period preceding the date of the Meeting, being on and from 25 November 2020, the Company issued no Shares and no Options pursuant to the Previous Non Approval (Previous Issue), which represent nil of the total diluted number of Equity Securities on issue in the Company on 25 November 2020, which was 699,978,790.

As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice.

The Chair intends to vote all undirected proxies in favour of Resolution 5.

6. DEFINITIONS

AGM means Annual General Meeting**. Annual Report** means the 2021 Annual Report of the Company. Associates has the meaning given to it in the Corporations Act. ASIC means Australian Securities and Investments Commission. ASIC Regulatory Guide means the regulatory guides posted by ASIC. AWST means Australian Western Standard Time. ASX means ASX Limited (ABN 98 008 624 691) and, where the context permits the Australian Securities Exchange operated by the ASX. Board means the board of Directors of the Company. Chair means the Chair of the Meeting. Change of Control Event means a transaction, event or state of affairs that, in the Board's opinion, is likely to result in a change of control of the Company. Closely Related Party has the meaning given to it in the Corporations Act. Company means Kin Mining N.L. (ACN 150 597 541). Company Secretary means Mr Stephen Jones. Constitution means the Company's constitution. Corporations Act means the Corporations Act 2001 (Cth). Directors means the current directors of the Company. Equity Securities has the meaning given to it in the Listing Rules. Explanatory Statement means this Explanatory Statement. Key Management Personnel has the meaning given to it in the Corporations Act. Listing Rules means the Listing Rules of the Australian Securities Exchange. Options mean an option to acquire a Share. Performance Rights means the proposed tranches of performance rights proposed to be issued to Mr Andrew Munckton pursuant to Resolution 4 Performance Rights Plan means the performance Rights Plan approved by the shareholders of the Company on 5 August 2021. Proxy Form means the proxy form accompanying the Notice of Meeting. Related Party has the meaning given to it in the Corporations Act. Remuneration Report means the Company's 2021 Annual Report for the financial year ended 30 June 2021. Resolution means a resolution contained in this Notice. Schedule means a schedule to this Notice. Section means a section of this Notice. Securities means a share, an option, a performance right or any combination of these as the context provides. Share means a fully paid ordinary share in the capital of the Company. Shareholder means a holder of a Share. Spill Meeting has the meaning given to it in Section 1 of this Explanatory Statement. Spill Resolution has the meaning given to it in Section 1 of this Explanatory Statement Tranche means the proposed tranches of Performance Rights proposed to be issued to Mr Andrew Munckton pursuant to Resolution 4.

Schedule 1 – Overview of Performance Rights Plan

Summary of the Performance Rights Plan (Plan) and terms on which offers may be made:

• (a) The Directors of the Company from time to time, at their discretion, may at any time invite eligible employees to participate in the grant of Performance Rights.
• (b) The eligible employees under the Plan are full time and part time employees (including a Director) of the Company and its related bodies corporate or any other person who is declared by the Board to be eligible to receive a grant of Performance Rights under the Plan (Eligible Employees). Subject to the Board approval, an Eligible Employee may nominate a nominee to receive the Performance Rights to be granted to the Eligible Employee.

The Company will seek Shareholder approval for Director and Related Party participation in accordance with Listing Rule 10.14.

• (c) The Plan is administered by the Directors of the Company, who have the power to:
  • (i) determine appropriate procedures for administration of the Plan consistent with its terms;
  • (ii) resolve conclusively all questions of fact or interpretation in connection with the Plan;
  • (iii) delegate the exercise of any of its powers or discretions arising under the Plan to any one or more persons for such period and on such conditions as the Board may determine; and
  • (iv) suspend, amend or terminate the Plan (subject to restrictions on amendments to the Plan which reduce the rights of a participant of the Plan in respect of any Performance Rights or Shares already granted).
• (d) Performance Rights will be granted for nil cash consideration, unless the Board determines otherwise (which will be no more than a nominal amount).
• (e) No amount will be payable on the exercise of Performance Rights under the Plan.
• (f) The Plan does not set out a maximum number of Shares that may be made issuable to any one person or company.
• (g) The Company must have reasonable grounds to believe that the number of Shares to be issued on exercise of the Performance Rights when aggregated with the number of Shares issued or that may be issued as a result of offers made at any time during the previous three years under:
  • (i) an employee incentive plan of the Company covered by ASIC Class Order 14/1000; or
  • (ii) an ASIC exempt arrangement of a similar kind to an employee incentive scheme,

does not exceed 5% of the total number of issued Shares at the time the invitation to acquire Performance Rights is made (but disregarding any securities issued as the result of an offer that can be disregarded in accordance with ASIC Class Order 14/1000).

• (h) The Shares to be issued on exercise of the Performance Rights will be issued on the same terms as the fully paid, ordinary shares of the Company and will rank equally with all of the Company's then existing Shares.
• (i) The Performance Rights granted under the Plan will be subject to vesting conditions determined by the Board from time to time and expressed in a written offer made by the Company to the Eligible Employee which is subject to acceptance by the Eligible Employee within a specified period. The vesting conditions may include one or more of:
  • (i) service to the Company of a minimum period of time;

(ii) achievement of specific performance conditions by the participant in the Plan and/or by the Company; or

(iii) such other performance conditions as the Board may determine and set out in the offer. The Board determines whether vesting conditions have been met.

• (j) Performance Rights will have an expiry date as the Board may determine in its absolute discretion and specified in the offer to the Eligible Employee.

• (k) Performance Rights will be exercisable by the holder from the date the applicable vesting conditions are satisfied or waived by the Board up to and including the applicable expiry date.

• (l) The vesting conditions of Performance Rights will have a milestone date as determined by the Board in its absolute discretion and will be specified in the offer to the Eligible Employee. Performance Rights will not be listed for quotation. However, the Company will make an application to ASX for official quotation of all Shares issued on exercise of the Performance Rights within the period required by the Listing Rules.

• (m) The Performance Rights are not transferable unless the Board determines otherwise or the transfer is required by law and provided that the transfer complies with the Corporations Act.

• (n) If a vesting condition of a Performance Right is not achieved by the earlier of the milestone date or the expiry date then the Performance Right will lapse. Unless the Board determines otherwise, an unvested Performance Right will lapse if the holder ceases to be an Eligible Employee for the purposes of the Plan by reason of resignation, termination for poor performance or termination for cause.

• (o) Unless the Board determines otherwise, if the holder of Performance Rights granted under the Plan ceases to be an employee for any other reason other than those reasons set out in paragraph (n), including but not limited to retirement, total and permanent disablement, death, redundancy or termination by agreement, then any Performance Rights which have not lapsed will continue to held by the holder as if it was still an Eligible Employee, except that any continuous service condition will be deemed to have been waived.

• (p) If, in the opinion of the Board, a holder of Performance rights granted under the Plan acts fraudulently or dishonestly, is in breach of his or her obligations to the Company and its related bodies corporate, has done an act which has brought the Company or any of its related bodies corporate into disrepute, or if the Company becomes aware of a material misstatement or omission in the financial statements in relation to the Company or any of its related bodies corporate, or a holder is convicted of an offence in connection with the affairs of the Company or any of its related bodies corporate, or has judgment entered against him or her in any civil proceedings in respect of the contravention of his or her duties at law in his capacity as an employee, consultant or officer of the Company or any of its related bodies corporate, the Board will have the discretion to deem any Performance Rights lapsed.

• (q) If in the opinion of the Board, Performance Rights vested as a result of the fraud, dishonesty or breach of obligations of either the holder or any other person and in the opinion of the Board, the Performance Rights would not have otherwise vested, or the Company is required by, or entitled under, law to reclaim an overpaid bonus or other amount from a holder, then the Board may determine (subject to applicable law) any treatment in relation to the Performance Rights or Shares issued upon exercise of Performance Rights to comply with the law or to ensure no unfair benefit is obtained by the Participant.

• (r) Where there is a transaction, event or state of affairs that, in the Board's opinion, is likely to result in a change of control of the Company (Change of Control Event), the Board may in its discretion determine that all or a specified number of the holder's Performance Rights vest and become exercisable or cease to be subject to restrictions (as applicable), although the Board may specify in an offer to a Participant that any additional or different treatment will apply if a Change of Control Event occurs.

• (s) Unless the Board determines otherwise, if a Change of Control Event occurs, any restrictions on dealing imposed on vested Performance Rights will cease to have effect.

• (t) There are no participating rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights.

• (u) If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment to the number of Shares which must be allocated on the exercise of a Performance Right.

• (v) If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the number of Shares which must be allocated on the exercise of a Performance Right will be increased by the number of Shares which the participant would have received if the Performance Right had vested before the record date for the bonus issue.

• (w) If there is any reorganisation of the issued share capital of the Company, the rights of the Performance Rights holder may be varied to comply with the Listing Rules which apply to a reorganisation of capital at the time of the reorganisation.

• (x) Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies to Performance Rights issued under the Plan.

Schedule 2 – Terms and Conditions of Performance Rights

1. Entitlement

Each New Performance Right (Performance Right) will convert into a Share for no consideration upon exercise of the Performance Right by the holder.

2. Vesting Date and Expiry Date

Each Performance Right will vest on the date on which both of the following are satisfied (Vesting Date):

Tranche1	Vesting conditions (Tranche Objective)	Weighting
	Company's Absolute TSR	50%
Tranche 1	Company's TSR relative to Peers	50%
Tranche 2	Company's Absolute TSR	50%
	Company's TSR relative to Peers	50%
Tranche 3	Company's Absolute TSR	50%
	Company's TSR relative to Peers	50%

1) The number of Performance Rights to be granted is calculated by dividing each $33,879 Tranche by the VWAP of the Company's Shares over the 10 days on which trading in the Company's Shares occurred leading up to and including the day prior to the vesting date. To give Shareholders a better understanding of the total potential number of Shares Mr Andrew Munckton could receive, based on the VWAP of the Company's shares over the 10 business days preceding the date within this Notice, of $0.1151, the maximum number of Performance Rights that the Company would grant Mr Andrew Munckton would be 883,032 Performance Rights.

2) The Expiry Date for each Performance Right will be the date which is 3 years from the date of grant.

3. Exercise Period

Subject to item 4, a Performance Right may only be exercised at any time after the Vesting Date, and prior to the Expiry Date (subject to satisfaction of the applicable service condition set out in that table).

4. Vesting on Change of Control

Notwithstanding the provisions of the Performance Rights Plan, any Performance Rights that have not yet vested will automatically vest upon a Change of Control at the VWAP of the Company's Shares over the 10 days on which trading in the Company's Shares occurred leading up to and including the day prior to the vesting date (Change of Control date). For these purposes, Change of Control means one or more of the following events occurring (subject to the applicable service condition set out in Schedule 1 being satisfied up until the date of the relevant event):

• (i) the bidder under a takeover bid in respect of all Shares has achieved acceptances in respect of more than 50.01% of Shares and that takeover bid has become unconditional;
• (ii) the announcement by the Company that its Shareholders have, at a court convened meeting of Shareholders, voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all securities of the Company are to be either:
  • (A) cancelled; or
  • (B) transferred to a third party,

and the court, by order, approves the proposed scheme of arrangement; or

(iii) any person, individually or together with their associates, acquires a relevant interest in 50.01% or more of the total number of Shares on issue by any other means.

5. Plan

The Performance Rights are granted in accordance with, and subject to, the Plan.

6. Notice of Exercise

The Performance Rights may be exercised by notice in writing to the Company (Notice of Exercise). Any Notice of Exercise of a Performance Right received by the Company will be deemed to be a notice of exercise of that Performance Right as at the date of receipt

7. Shares issued on exercise

Shares issued on exercise of the Performance Rights rank equally with the then Shares of the Company.

8. Quotation of Shares on exercise

Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options within the period required by the Listing Rules.

9. Participation in new issues

There are no participation rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights.

10. Adjustment for bonus issues

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the number of Shares which must be issued on the exercise of a Performance Right will be increased by the number of Shares which the holder would have received if the holder had exercised the Performance Right before the record date for the bonus issue.

11. Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of the number of Shares which must be issued on the exercise of the Performance Rights.

12. Adjustments for reorganisation

If there is any reorganisation of the issued share capital of the Company, the rights of the holder may be varied to comply with the Listing Rules which apply to a reorganisation of capital at the time of the reorganisation.

13. Quotation of Performance Rights

No application for quotation of the Performance Rights will be made by the Company.

14. Performance Rights not transferable

Performance Rights are not transferable unless the Board determines otherwise or the transfer is required by law and provided that the transfer complies with the Corporations Act.

15. Deferred Taxation

Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies to the Performance Rights.