PATRONUS RESOURCES LIMITED — Capital/Financing Update 2017

Oct 12, 2017

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Kin Mining NL

ABN

30 150 597 541

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1	+Class of +securities issued or tobe issued	1)Fully Paid Ordinary Shares2)Fully Paid Ordinary Shares3)PerformanceRights(subjecttosatisfaction of conditions)4)UnlistedDirectorandBonusOptions5)Unlisted Director Options6)Unlisted Director Options
2	Number of +securities issued ortobeissued(ifknown)ormaximum number which maybe issued	1)1,785,7142)1,000,0003)Up to 4,000,0004)9,000,0005)6,000,000

1. 4,000,000

+ See chapter 19 for defined terms.

• 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)
• 1. Fully Paid Ordinary Shares
• 1. Fully Paid Ordinary Shares
• 1. Up to 4,000,000 Performance Rights vesting on the achievement of various conditions within a period of 3 years from the date of the meeting, automatically converting into shares.
• 1. Unlisted Options issued at no cash consideration, exercisable at $0.75 each, on or before 15 September 2020.
• 1. Unlisted Options issued at no cash consideration, exercisable at $1.00 each, on or before 15 September 2021
• 1. Unlisted Options issued at no cash consideration, exercisable at $1.25 each, on or before 15 September 2022

+ See chapter 19 for defined terms.

4 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

If the additional +securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5 Issue price or consideration 1) $0.28

• 1. Yes The shares issued rank equally in all respects from the date of issue with the existing fully paid ordinary shares of the company.
• 1. Yes The shares issued rank equally in all respects from the date of issue with the existing fully paid ordinary shares of the company.
• 1. No but the shares issued upon conversion will rank equally in all respects from the date of issue with the existing fully paid ordinary shares.
• 1. No The fully paid ordinary shares issued upon exercise of the Unlisted Options (Shares), will rank equally in all respects with existing fully paid ordinary shares.
• 1. No The fully paid ordinary shares issued upon exercise of the Unlisted Options (Shares), will rank equally in all respects with existing fully paid ordinary shares.
• 1. No The fully paid ordinary shares issued upon exercise of the Unlisted Options (Shares), will rank equally in all respects with existing fully paid ordinary shares.
• 1. Nil cash consideration
• 1. Nil cash consideration
• 1. Nil cash consideration
• 1. Nil cash consideration
• 1. Nil cash consideration

+ See chapter 19 for defined terms.

• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
• 1. Issued for the part repayment of loan as approved by shareholders in accordance with Resolution 3 of the Notice of General Meeting held on 15 September 2017
• 1. Issued as Bonus shares to former directors of the Company as approved by shareholders in accordance with Resolutions 11 and 12 of the Notice of General Meeting held on 15 September 2017
• 1. Issued to the Managing Director as approved by shareholders in accordance with Resolution 5 of the Notice of General Meeting held on 15 September 2017.
• 1. Issued as Director Options and Bonus Options as approved by shareholders in accordance with Resolutions 6, 7, 8, 9, 11 and 12 of the Notice of General Meeting held on 15 September 2017.
• 1. Issued as Director Options as approved by shareholders in accordance with Resolutions 6, 7, 8 and 9 of the Notice of General Meeting held on 15 September 2017.
• 1. Issued as Director Options as approved by shareholders in accordance with Resolutions 6, 7, 8 and 9 of the Notice of General Meeting held on 15 September 2017.
• 6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

• 6b The date the security holder resolution under rule 7.1A was passed
• 6c Number of +securities issued without security holder approval under rule 7.1

28 November 2016

Yes

Nil

+ See chapter 19 for defined terms.

Nil

N/A

6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval

(specify date of meeting)

• 1. 1,785,714 Fully Paid Ordinary Shares in accordance with shareholder approval under rule 10.11 at the General Meeting held on 15 September 2017.
• 1. 1,000,000 Fully Paid Ordinary Shares in accordance with shareholder approval under rule 10.11 at the General Meeting held on 15 September 2017.
• 1. Up to 4,000,000 Performance Rights in accordance with shareholder approval under rule 10.14 at the General Meeting held on 15 September 2017.
• 1. 9,000,000 Unlisted Options in accordance with shareholder approval under rule 10.11 at the General Meeting held on 15 September 2017.
• 1. 6,000,000 Unlisted Options in accordance with shareholder approval under rule 10.11 at the General Meeting held on 15 September 2017.
• 1. 4,000,000 Unlisted Options in accordance with shareholder approval under rule 10.11 at the General Meeting held on 15 September 2017.
• 6f Number of +securities issued under an exception in rule 7.2
• 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.
• 6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

N/A

N/A

+ See chapter 19 for defined terms.

6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

7.1 26,356,709 7.1A 17,571,139

(Refer to Annexure 1)

12 October 2017

Number	+Class
175,711,398	Fully paid ordinary shares

9	Number	and	+class	of	all
	+securities not quoted on ASX
	(including	the	+securities		in
	section 2 if applicable)

Number	+Class
100,000	Unlisted Options exercisable at$0.332 and expiring 21November 2018.
12,235,750	Unlisted Options exercisable at$0.40 and expiring 31 March
5,000,000	2019.Unlisted Options exercisable at$0.27 and expiring 10 April 2020
4,000,000	Performance Rights subject tosatisfaction of conditionswithin 3 years
9,000,000	Unlisted Options exercisable at$0.75 and expiring 15 September2020
6,000,000	Unlisted Options exercisable at$1.00 and expiring 15 September2021
4,000,000	Unlisted Options exercisable at$1.25 and expiring 15 September2022

+ See chapter 19 for defined terms.

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

In accordance with the Company's Dividend policy

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?
12	Is the issue renounceable or nonrenounceable?
13	Ratio in which the +securities willbe offered
14	+Class of +securities to which theoffer relates
15	+Recorddatetodetermineentitlements
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?
17	Policy for deciding entitlementsin relation to fractions
18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocuments
	Note: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting feeor commission
22	Names of any brokers to theissue

+ See chapter 19 for defined terms.

• 23 Fee or commission payable to the broker to the issue
• 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders
• 25 If the issue is contingent on security holders' approval, the date of the meeting
• 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled
• 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
• 28 Date rights trading will begin (if applicable)
• 29 Date rights trading will end (if applicable)
• 30 How do security holders sell their entitlements in full through a broker?
• 31 How do security holders sell part of their entitlements through a broker and accept for the balance?
• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

33 + Issue date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of +securities (tick one)

• See chapter 19 for defined terms.

(a)	+Securities described in Part 1
(b)	All other +securitiesExample: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible

Entities that have ticked box 34(a)

securities

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

36	If the +securities are +equity securities, a distribution schedule of the additional+securities setting out the number of holders in the categories
	1 - 1,000
	1,001 - 5,000
	5,001 - 10,000
	10,001 - 100,000
	100,001 and over

37 A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38 Number of +securities for which +quotation is sought 39 +Class of +securities for which quotation is sought 40 Do the +securities rank equally in all respects from the + issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another +security, clearly identify that other +security) Number +Class 42 Number and +class of all +securities quoted on ASX (including the +securities in clause

+ See chapter 19 for defined terms.

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 2 We warrant the following to ASX.
  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

== == == == ==

Sign here: Date: 13 October 2017

(Director/Company secretary)

Print name: Joe Graziano

+ See chapter 19 for defined terms.

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 –Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
Insert number of fully paid +ordinarysecurities on issue 12 months before the+issue date or date of agreement to issue	113,328,614
Add the following:
Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2
Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approval	415,000 Exercise of Options 21 Nov 2016301,695 Shares 21 Nov 201615,000 Exercise of Options 25 Nov 2016300,000 Shares 22 Dec 20163,750,000 Placement 28 Feb 20176,610,000 SPP 11 April 201714,111,500 SPP Shortfall 8 May 2017
Number of partly paid +ordinary•securities that became fully paid in that12 month period	20,049,375 Placement 8 May 2017425,000 Exercise of Options 8 May 201750,000 Exercise of Options 23 May 17220,000 Exercise of Options 6 June 172,120,000 Exercise of Options & Placement
Note:•Include only ordinary securities here –other classes of equity securities cannotbe added•Include here (if applicable) the securities	27 June 2017523,500 Exercise of Options 20 July 172,195,000 Exercise of Options 18 Aug 17500,000 Exercise of Options 21 Aug 172,398,000 Exercise of Options 25 Aug 17
the subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items	5,613,000 Exercise of Options 1 Sept 172,785,714 Issue of Shares 15 Sept 17
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod	-
"A"	175,711,398

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	26,356,709
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:
•Under an exception in rule 7.2
•Under rule 7.1A
•With security holder approval under rule7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
"C"	-
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	26,356,709
Note: number must be same as shown inStep 2
Subtract "C"	-
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	26,356,709
	[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A –Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A"	175,711,398
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	17,571,139
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A
Notes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates as separateline items
"E"	-

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A

"A" x 0.10	17,571,139
Note: number must be same as shown inStep 2
Subtract "E"	-
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	17,571,139
	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.