PATRONUS RESOURCES LIMITED - Board/Management Information 2016

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21st OCTOBER 2016
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NOTICE OF GENERAL MEETING UPDATED

Kin Mining NL (ASX: KIN or Company) attaches the Notice of General Meeting and associated material previously announced on 13 October 2016 from GBM Investments No1 Pty Ltd, Botsis Holdings Pty Ltd and Hay Street Property Pty Ltd convening a general meeting of shareholders pursuant to s249F of the Corporations Act 2001.

The Company can confirm that the Notice of Meeting has not been dispatched to all shareholders of the Company. Shareholders are advised to contact the Company if they have not received a Notice of Meeting.

The Company has received legal advice to the effect that the Notice of Meeting contains material deficiencies and the requisitioning shareholders have been asked to remedy the deficiencies and answer the questions raised by the Company’s solicitors. Based on legal advice, the Company has also made several redactions to the Notice of Meeting that it considers to be defamatory.

Yours Faithfully

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Joe Graziano Company Secretary

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ASX Code: KIN
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For further information, please contact:

Trevor Dixon Joe Graziano Executive Director Director/Company Secretary Kin Mining NL Kin Mining NL +61 8 9242 2227 +61 8 9242 2227

About Kin Mining NL

Kin Mining (ASX: KIN) is an emerging gold development company with a significant tenement portfolio in the Eastern Goldfields of Western Australia. Through exploration success and selective acquisition, the Company aims to become a profitable, high-margin Australian gold producer. The immediate focus of the Company is completing an updated pre-feasibility study at its flagship Leonora Gold Project (100%), containing a JORC resource of 722koz, by the end of the calendar year.

Kin’s exploration is targeting near-mine and prospects within the transport corridor linking further discovery to a proposed independent processing plant located at the Leonora Gold Project.

Directors:

Terry Grammer Trevor Dixon Fritz Fitton Joe Graziano Chairman Executive Director Technical Director Non-Exec Director & Co. Sec.

Contact:

Office Post

Level 1, 342 Scarborough Beach Road PO Box 565 Osborne Park, Western Australia 6017 Mt Hawthorn, Western Australia 6915 T: 08 9242 2227 E : [email protected] ACN: 150 597 541

Web: www.kinmining.com.au

SHARES on Issue: 113,328,614 Unlisted Options: 13,775,000

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Dear Fellow KIN shareholder

WE NEED YOUR SUPPORT TO CHANGE OUR COMPANY FOR THE BETTER

We have written to you previously regarding our intention to call and arrange to hold a general meeting of shareholders of KIN Mining NL (KIN or the Company) to consider the composition of Kl N's board of directors.

Enclosed is a notice of general meeting of KIN shareholders to consider resolutions to (amongst other things) remove Messrs Terrence Grammer, Giuseppe (Joe) Graziano, and Marvyn (Fritz) Fitton as directors of KIN, and to appoint three new directors in Messrs Peter Ingram, Paul Kopejtka, and Franciscus (Frank) Sibbel.

We urge you to read the meeting documentation carefully, as the meeting provides you with the opportunity to hold the existing Board to account.

WHY ARE WE DOING THIS?

The meeting has been called because we, as shareholders, have lost confidence in the incumbent Board's ability to maximise shareholder value. Despite KlN's high quality assets and supportive shareholders, the Company's share price has grown only 73% over the past two years to September 2016, significantly underperforming the gold sector (up 112%) and its peers (up an average of 497 per cent). It is time to put this right. We believe the underwhelming share price performance is symptomatic of the incumbent Board's failings, in particular: " KIN is pursuing a flawed strategy of small scale trial mining and other endeavours when it would be better served moving directly towards a significant drilling, mining, and processing operation that has the potential to generate substantial shareholder returns in the short to medium term. • The 'drip feed' approach to raising capital is delaying the development of the Leonora Gold Project, starving the Company of the funding certainty required to pursue the systematic development of this key asset. • The Board's corporate governance practices are unsatisfactory which is seriously impeding KlN's ability to attract the critical broker and institutional investor support required to take the Company to the next level. For example, the Board's decisions regarding raising capital have provided financial benefits to certain shareholders (including themselves) and related parties.

Further details of our concerns are set out in the accompanying documents.

OUR ANSWER

We believe the nominated Board appointees offer KIN shareholders a better deal.

KIN requires some serious changes to its corporate strategy, balance sheet, and corporate governance approach to deliver shareholders what they deserve: the development of the Company's high quality mining assets and maximising shareholder value. We believe the nominated Board appointees are best equipped to make those changes through their combined extensive experience in developing, funding, and managing mining projects, including capital markets experience in attracting key broker and institutional investor support. A clear approach to funding is required, as in our view the incumbent Board's corporate governance decisions have tainted their ability to engage with the capital markets and raise the required level of capital to develop KlN's quality

assets. The incumbent Board has recently acknowledged it needs to engage with the investment community, but it has not said how it is going to fix the inherent issues that will enable it to do so.

Please note that we are not seeking the removal of KlN's Managing Director Mr Trevor Dixon. We believe changes at the Board level will be sufficient to achieve the goal of maximising the value of your KIN shareholding and that Mr Dixon's history and knowledge of the Company's assets is acknowledged. In our view a simple Board reset will deliver an improved Company strategy focused on developing KlN's assets and delivering value for shareholders.

As a KIN shareholder, it is vitally important that you cast your vote at the proposed shareholder meeting. You can support our objective of holding the incumbent Board to account and changing KIN for the better by completing and returning the enclosed green proxy form prior to the upcoming KIN shareholder meeting. We will continue to keep you updated on developments, including via our website www.fixkinmining.com.

Yours sincerely

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Greg Martin Director GBM Investments Nol Pty Ltd Director Director Botsis Holdings Pty Hay Street Property Pty Ltd Ltd

The case for change

A Board's key role is setting a company's strategic direction, as that is a main driver in maximising shareholders' value. Boards are also required to ensure proper corporate governance standards are maintained in order to protect shareholders' investment.

In KlN's case, we believe the incumbent Board is failing on both accounts.

A bad corporate strategy + lax corporate governance = unacceptable shareholder returns.

Kl N's share price performance has lagged the sector average and its peer group. Below average returns resulting from poor Board performance should not be acceptable to KIN shareholders.

As can be seen on the chart below, Kl N's share price has significantly lagged the performance of the All Ordinaries Gold Index over the last two years to 16 September 2016:

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KIN Mining vs Gold Index
150%
100%
Sep-14 Dec-14 Jun-15 Sep-15 Dec-15
- KIN Mining (ASX:KIN) - s&P/ASX All Ordinaries Gold Index ("XGD)
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Many of KlN's ASX-listed peers, such as Gascoyne, Dacian, Blackham and Millennium Minerals, started at similar positions to KIN two years ago but have since substantially outperformed KIN:

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Sep-14 Dec-14 Dec-15
- KIN Mining NL (ASX: KIN)
-
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Kl N's share price appreciation over recent months has, in our view, been driven by events unrelated to the Company's operational activities. In particular, MHM Metals ("MHM") acquired a significant parcel of shares in KIN during June and July 2016 ahead of tabling an indicative proposal to combine MHM and KIN. Ultimately, the KIN

Board was unwilling to engage in any discussions with MHM regarding that proposal or otherwise facilitate KIN shareholders being able to consider the merits of that proposal, and the MHM proposal was subsequently

withdrawn. In addition, a Private Placement to entities related to Greg Martin, a signatory to this letter, was completed in early June 2016 at a premium to the share price.

The underperformance of KlN's share price compared to its peers is, in our view, attributable to Kl N's flawed starter project strategy, the incumbent Board's inability or unwillingness to raise the required level of exploration and development capital, and the incumbent Board's decisions to provide financial benefits to certain shareholders and related parties raising real questions regarding the Company's corporate governance practices. Those concerns are detailed below:

1. KIN'S SMALL SCALE TRIAL MINING STRATEGY IS FLAWED AND HOLDING THE COMPANY BACK

KlN's current strategy is centred around the small scale Lewis trial mining project and a proposed heap/vat leaching project . This strategy is flawed given the current favourable environment for developing Australian gold projects.

In particular:

The targeting of high grade portions of the deposit as part of that trial mining project can be expected to have a materially detrimental impact on the mine plan for (and project economics associated with) any subsequent larger scale project development by 'cherry picking' out the most valuable parts of the ore body. Such actions are eroding longer term shareholder value.
Gold recoveries under the proposed heap/vat leaching process to be used in the starter project are also expected to be significantly lower (KIN executives are on record as saying around ~50% gold recovery) than what can be expected with a proven CIL or similar treatment process which would be employed in a larger scale project development. A heap/vat leaching process should not be used on relatively high grade orebodies as it results in significantly lower recoverable ounces than if other available treatment processes are employed. This raises concerns regarding a lack of technical understanding about how to develop a gold project.
Significant value is being given away by the high costs associated with trucking ore some 300 kilometres to Lakewood in Kalgoorlie and paying for toll-treatment - value which would otherwise be expected to be retained for the benefit of KIN shareholders in any larger scale project development.

Based on the last Quarterly Report (published on ASX on 29 July 2016), KIN appears to have budgeted approximately $1,000,000 on the Lewis trial mining project for the September 2016 quarter. Given these costs, we anticipate returns (from gold sales) from the trial to be minimal, if not cash negative. Should this be the case the Board should be brought to account as to why they have embarked on what we believe is likely to be a loss making venture, particularly when the same outcome could be achieved at substantially lower cost by using the conventional method of establishing technical data via laboratory testing.

In addition, KIN has not added to the resource base of the Leonora Gold Project since it acquired that project in 2014. This is not surprising given the amount of capital which your Board has allocated to growing the resource base - the Company's 30 June 2016 report indicates that the Company has allocated only $200,000 on exploration.

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ather than continue to waste significant resources on this value destructive Lewis trial mining project with little or no return, KIN should be focussing its efforts on a significant drilling campaign (similar to many of its peers) to add to the existing mining inventory so as to further enhance the economics of the Leonora Gold Project, as this is the main value driver for investors.

2. "DRIP FEED" FUNDING ONLY HAMPERS EFFICIENT PROJECT DEVELOPMENT ACTIVITIES

KIN has conducted a series of small scale capital raisings over the last 12-18 months that have not provided the Company with access to the required level of capital needed to pursue

an aggressive exploration program and expedite completion of the Leonora Gold Project feasibility study.

This lack of sufficient capital has in our view resulted in the achievement of key milestones being delayed. For example:

In May 2014, KIN announced that it was "Targeting near-term production - Feasibility Study commencing early 2015 with Decision to Mine by October 2015" and "Bankable Feasibility Study expected to commence early 2015"
Again in September 2014, KIN announced that it was a "Genuine near-term production opportunity - BFS commencing early 2015 with Decision to Mine by October 2015".
KIN made statements in February 2015 and again in May 2015 that it would commence a bankable feasibility study in 2015, rather than "early 2015".
In October 2015, KIN then indicated that a bankable feasibility study would actually commence in 2016.
KIN has recently announced that an updated pre-feasibility study was only started in August 2016 (more than three months after a scoping study was finalised) and would finish in the December Quarter of 2016, with a final definitive study not completed until an unknown date sometime in 2017.

Over this period, the Company has gone from a Bankable Feasibility Study which was to commence in early 2015, to now being finished at some unknown time in 2017, after apparently only just being started alongside a pre-feasibility study in August 2016.

KIN has recently announced a rights issue to raise a maximum of $3.8 million at 22 cents per share ( notwithstanding that KIN announced a proposed $800,000 placement of shares to a shareholder with links to existing KIN director Mr Joe Graziano at 14 cents per share on the trading day immediately prior to announcing this rights issue).

Some two months after announcing the rights issue, KIN has recently announced that it has secured an underwriter for that raising. Accordingly, assuming the underwriting is not terminated, KIN will raise the $3,000,000 it is seeking to fund development of the Leonora Gold Project.

However, unless KIN intends to keep rolling over the expensive $1.2 million secured loan provided by existing director Mr Fritz Fitton (incurring interest at a rate of 15% per annum),

the actual amount available to KIN to fund the development of the Leonora Gold Project is likely to be significantly less than the $3 million sought by this raising.

This "drip feed" approach to funding the Company's activities has starved the Company of longer term funding certainty which in our view materially impacts upon the ability of management to implement a systematic development plan for the Leonora Gold Project - an asset whose development is integral to unlocking significant wealth for all KIN shareholders.

This "drip feed" approach is all the more surprising given the recent market environment has been more than supportive of developing new Australian gold projects. It raises questions about

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whether the incumbent Board members are more concerned with preserving their own positions and control rather than maximising shareholder value.

We do not want to see the Company miss the current window of opportunity, particularly given KIN has high quality assets capable of being developed in the short to medium term.

3. POOR CORPORATE GOVERNANCE LEADS TO A LACK OF INVESTOR SUPPORT

KIN will need to raise significant new equity if it is to successfully develop the Leonora Gold Project within an acceptable time horizon.

Sufficient broker and institutional investor support will be critical to providing the necessary support to raise that new equity capital, as well as ensuring that any such equity raising is conducted at an acceptable price so as to avoid unnecessary dilution. Good corporate governance practices are therefore critical if the Company is going to be able to access the level of broker and institutional shareholder support required to take the Company to the next level.

However, we are concerned that certain recent transactions undertaken by the incumbent Board raise real concerns regarding the Company's current approach to corporate governance and related party transactions. In our opinion, this concerning approach to corporate governance is also likely to be one of the factors holding the company back from securing Company research from the Broking community. In our view KIN will never be able to genuinely engage with the capital markets in Australia until its corporate governance issues are addressed. ax corporate governance is seen as a red flag by the investment community. The incumbent KIN board has made no commitments to fix those issues.

In this regard, the incumbent Board has recently agreed to roll over for the third time a $1,167,254 secured loan provided by existing director Mr Fritz Fitton at an interest rate of 15% per annum. This interest rate is considered high in the current market for Australian gold companies, particularly where there is an opportunity to raise capital to repay such director

loans. KIN shareholders have not been provided with the opportunity to consider and approve this related party dealing.

Furthermore - and in our view more damaging to KlN's market appeal - the incumbent Board has recently proposed to place $800,000 in shares at an implied price of 14.3 cents per share together with so-called 'incentive options' (which are to have an exercise price of 20 cents per share and a net realisable value of $2,200,000) to an investor who has links to existing director Mr Joe Graziano on significantly better terms than what is being offered to existing shareholders through the proposed rights issue.

No explanation has been provided by the incumbent Board as to why such a placement (including the proposed issue of options that on its face appears to be designed to guarantee a minimum financial gain by the investor) is in KIN shareholder interests. In addition, the incumbent Board has not committed to withdrawing this placement.

This proposed placement of shares (at 14.3 cents per share) and options (with an exercise price of 20 cents per share) was announced on the trading day before announcing the 22 cent rights issue.

By announcing the two widely different prices for these proposed share issues, as well as a significant unknown amount of options to be issued, the incumbent Board has critically undermined the attractiveness of their own rights issue. Concerns about the level of KIN shareholder participation in the rights issue may indeed be the reason why the Company has recently sought to secure an underwriter for the rights issue.

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Such decisions by the incumbent Board raise concerns about Kl N's corporate governance practices, and is likely to prejudice the Company in obtaining the level of broker and institutional investor support required to ensure that KIN shares trade at a price that fairly reflects the underlying value of KlN's high quality projects.

Our concerns are significant enough that a number of items have been referred to ASIC, and ASIC have confirmed that they have been referred to a specialist team within ASIC for further consideration.

The proposed solution

The Leonora Gold Project is the main value driver for KIN shareholders. It makes sense then that KIN should therefore be focussed on expediting the Leonora Gold Project rather than wasting time and human resources on the expensive small scale Lewis trial mining project and a sub optimum vat / heap leach developmental of which we believe will generate sub mediocre returns to shareholders.

If elected, the proposed new directors have confirmed that they are supportive of KIN focussing its efforts on a targeted drilling campaign in an effort to increase the mining inventory of the Leonora Gold

Project so as to enable the Company to 'right size' and target a mining operation in the vicinity of 100,000 ounces gold per annum rather than an undersized 50,000 ounce per annum gold operation which KIN is pursuing (refer recent CEO Letter to Shareholders dated 29 Sept).

This should allow the Company to unlock efficiencies which would otherwise not be capable of being realised in a smaller scale mining operation, such as that currently being conducted by way of the Lewis trial mining operation. The proposed new directors are confident that with a properly funded and structured drilling campaign, the mining inventory of the Leonora Gold Project can be increased to support this size of operation.

The proposed new directors also intend to accelerate development activities associated with the Leonora Gold Project, with the aim of seeking to bring the Leonora Gold Project into production by the end of 2017. As part of these activities, the proposed new directors intend to expedite the preparation of a robust development plan with the aim of substantially increasing the NPV of the Leonora Gold Project.

In addition it is planned to conduct an aggressive drilling program at the 100% owned Gwalia South and Paradise North prospects which are located immediately south of the 8 million ounce Sons of Gwalia mine, owned and operated by St Barbara Ltd.

The development of the Leonora Gold Project will require the Company to raise capital. However, a priority of the new directors will be to re-brand and re-position the Company within the broker and institutional investment community (both domestic and international) so as to seek to ensure that the value of Kl N's high quality gold assets are better reflected in its share price, so as to ensure that KIN

is able to attract the required level of capital at a price that does not unfairly dilute existing shareholder interests.

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The proposed new board members

Each of our nominated directors have had extensive experience in mining projects during their professional careers, and we believe they have the ability to maximise the value of your KIN investment. Details of their relevant experience is as follows:

M r Peter Ingram, BSc, FAusl M M, MGSA, FAICD

Mr Ingram is a geologist with over 50 years' experience in the mining and mineral exploration industries within Australia, including nearly 40 years' experience in public company management and directorships, including:

Founding Chairman and Managing Director of Universal Resources Limited (2000 - 2010);
Subsequently Non-executive Director of Altona Mining Limited (2010 - 2015}, following the successful merger
of Universal Resources with Vulcan Resources Limited;
Managing Director of the very successful Metana Minerals NL and Eastmet Limited;
Executive Chairman of Australia Oriental Minerals and Glengarry Resources Limited; and
Non-executive Director of Metana Petroleum Limited and Carnarvon Petroleum Limited.

Mr Ingram is currently Non-executive Chairman of ASX-listed Azure Minerals Limited. He was a founding councillor and past President of the Association of Mining and Exploration Companies (AMEC) and has been made an Honorary Life Member in recognition of his services to AMEC. He was also a founding Director of the former Australian Goldmining Industry Council. He has served on the board of management of the WA School of Mines at Curtin University and was instrumental in the establishment of the Chair of Mineral Economics within that institution.

Mr Frank Sibbel, B.E.(Hons) Mining, F.Aus.IMM

Mr Sibbel is a Mining Engineer with more than 45 years of extensive operational and management experience in overseeing large and small scale mining projects from development through to successful production. He was formerly the Operations Manager for Herald Resources and Lynas Gold, where he managed the start-up of a number of gold mines for these companies. He was also Operations Director of Tanami Gold NL and managed the start-up of this project.

During the last 17 years Mr Sibbel has worked as the Principal in his own established mining consultancy firm where he has undertaken numerous projects for both large and small mining companies, mainly focused on the feasibility and start-up phases of projects.

Mr Sibbel is currently a Non-executive Director of Matsa Resources and Bulletin Resources.

Mr Paul Kopejtka, BEng (Chem), MAICD

Mr Kopejtka is a Process (Metallurgical) Engineer, having spent almost 30 years in the mining resource industry in various technical and corporate roles. He has previously been in executive roles at a number of ASX-listed companies, most notably Murchison Metals Limited, where he was a founding director and Executive Chairman.

Mr Kopejtka has had significant experience within the gold industry at various companies including Normandy Mining and Newmont Mining Corporation, as well as through roles at mining service firms Minproc and Bateman Engineers. Mr Kopejtka has been involved in all facets of mining developments and start-ups from initial scoping,prefeasibility and definitive and bankable feasibility studies through to project financing (both debt and equity), construction, and commissioning.

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In seeking to effect these changes to the KIN Board, we are not seeking the removal of KlN's managing director Mr Trevor Dixon and are not supportive of wholesale executive changes at the Company. We are simply seeking to reset the Board so that KIN can have the right strategy and approach in place that we believe will deliver greater value to all KIN shareholders from KlN's quality suite of assets.

Where to from here

KIN has high quality gold assets, but has been underperforming under the incumbent Board. In our view, this will not change unless you effect change within the KIN Board.

To do this, you need to cast your vote regarding the composition of KlN's Board at the upcoming KIN shareholders meeting.

The parties calling this meeting have arranged for Computershare Investor Services, one of Australia's leading share registries to receive and collate proxies. You can return your proxy form direct to Computershare through the replay paid envelope provided, or at one of the addresses given on the proxy form.

Two proxy forms accompany this document.

One proxy form is an open form which may be completed as you wish.

The second green proxy form is a pre-completed form appointing Paul Kopejtka as your proxy and voting in favour of all of the proposed resolutions.

If you wish to support the parties calling the meeting and would like to appoint a representative of those parties as your proxy, then you may simply use the second green proxy form.

We will continue to keep you updated on developments, including via our website www.fixkinmining.com. If you have any questions, please do not hesitate to submit them via that website.

We look forward to receiving your support.

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NOTICE OF GENERAL MEETING

CALLED PURSUANT TO SECTION 249F OF THE CORPORATI ONS ACT

Notice is given that a General Meeting of shareholders of Kin Mining N.L. ACN 150 597 541 ("Kin" or "the Company") will be held at the Hay Room, BDO, 38 Station Street, Subiaco, Perth, Western Australia on 9 November 2016, commencing at 3:00pm (WST).

This meeting is being convened pursuant to section 249F of the Corporations Act 2001 (Cth) by GBM Investments Nol Pty Ltd, Botsis Holdings Pty Ltd and Hay Street Property Pty Ltd, being registered shareholders of Kin who together hold at least 5% ofthe votes that may be cast at a general meeting of the Company (Convening Shareholders).

The Explanatory Statement which accompanies this Notice of Meeting provides additional information on matters to be considered at the Meeting. The Explanatory Statement and Proxy Form are part of this Notice of Meeting.

Capitalised terms and abbreviations used in this Notice of Meeting and the Explanatory Statement are defined in the Glossary.