PATRONUS RESOURCES LIMITED — Capital/Financing Update 2017

Apr 10, 2017

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A.C.N: 150 597 541
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11 APRIL 2017

Board of Directors

Trevor Dixon Chairman

Don Harper Managing Director

David Sproule Non-Executive Director

Joe Graziano Non-Executive Director/ Company Secretary

Contact Details

Post

PO Box 565 Mount Hawthorn Western Australia 6915

Office

342 Scarborough Beach Road Osborne Park Western Australia 6017

KIN CLOSES SHARE PURCHASE PLAN

Kin Mining NL (ASX: KIN) today announced it had raised approximately $1.3 million from its Share Purchase Plan (SPP), which closed on 7 April 2017. Shareholders were given the opportunity to purchase up to $15,000 worth of shares each at the 20 cent price paid by professional and sophisticated investors in the recent placement (refer ASX announcement 27 February 2017).

In accordance with the SPP prospectus dated 13 March 2017, the Directors have the right to place the 27,390,000 shares and attaching options that were not subscribed by shareholders pursuant to the SPP (Shortfall) by Friday 12 May 2017 with selected parties at their discretion. The issue price of any Shortfall will be on the same terms as those offered to shareholders under the SPP, including the issue of one attaching option for every two shares issued. The Board is pleased to advise that it has received significant interest from existing shareholders and sophisticated investors to participate in the Shortfall.

The Company will keep the market informed on any development in relation to the placement of the Shortfall. Shares and attaching options under the SPP have been allotted and the Appendix 3B in relation to the issue of SPP shares and options is attached.

The Directors wish to thank all shareholders for their ongoing support as the Company continues to advance its Leonora Gold Project in Western Australia.

Phone

08 9242 2227

Email info@kinmining.com.au

Website

www.kinmining.com.au

Yours Faithfully

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Shares on Issue: 46,614,690 (KIN) 124,720,309 Unlisted Options : 18,625,000

Joe Graziano Company Secretary

ASX: KIN

-ENDS-

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Updated 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 to 1) Fully Paid Ordinary Shares be issued 2) Unlisted options 2 Number of[+] securities issued or 1) 6,610,000 to be issued (if known) or 2) 3,305,000 maximum number which may be issued 3 Principal terms of the 1) Fully Paid Ordinary Shares +securities (e.g. if options, 2) Unlisted Options issued at no cash exercise price and expiry date; if partly paid +securities, the consideration, exercisable at $0.40 each, on or before 31 March 2019 amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally 1) Yes – The shares issued rank equally in all respects from the[+] issue in all respects from the date of issue date with an existing[+] class of with the existing fully paid ordinary quoted[+] securities? shares of the company If the additional[+] securities do 2) No. Unlisted Options do not rank not rank equally, please state: • the date from which they do equally with existing fully paid • the extent to which they ordinary securities from the date of participate for the next issue and do not participate in any dividend, (in the case of a dividend, distribution or interest trust, distribution) or payment. interest payment • the extent to which they do The fully paid ordinary shares issued not rank equally, other than upon exercise of the Unlisted in relation to the next dividend, distribution or Options (Shares), will rank equally in interest payment all respects with existing fully paid ordinary shares. 5 Issue price or consideration 1) $0.20 2) Nil 6 Purpose of the issue 1) Share Purchase Plan in accordance (If issued as consideration for with the Prospectus dated 13 March the acquisition of assets, clearly 2017 identify those assets) 2) Free attaching Share Purchase Plan options issued following receipt of shareholder approval on 10 April 2017 as set out in the Notice of General Meeting dated 10 March 2017. 6a Is the entity an[+] eligible entity Yes 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 28 November 2016 resolution under rule 7.1A was passed 6c Number of[+] securities issued Nil without security holder approval under rule 7.1

• See chapter 19 for defined terms.

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• 6d Number of[+] securities issued with security holder approval under rule 7.1A

Nil

• 6e Number of[+] securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

• 1) 6,610,000 Fully Paid Ordinary Shares in accordance with the Prospectus dated 13 March 2017 and following shareholder approval on 10 April 2017 as set out in the Notice of General Meeting dated 10 March 2017.

• 2) 3,305,000 Unlisted Options issued following receipt of shareholder approval on 10 April 2017 as set out in the Notice of General Meeting dated 10 March 2017.

6f Number of[+] securities issued Nil under an exception in rule 7.2 6g If[+] securities issued under rule N/A 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 N/A rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining 7.1 18,708,046 issue capacity under rule 7.1 and 7.1A 12,472,030 rule 7.1A – complete Annexure 1 and release to ASX Market ( Refer to Annexure 1 ) Announcements 7 +Issue dates 1) 11 April 2017 Note: The issue date may be prescribed by 2) 11 April 2017 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.

• See chapter 19 for defined terms.

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Number +Class 8 Number and +class of all 124,720,309 Fully paid ordinary shares +securities quoted on ASX ( including the +securities in section 2 if applicable)

Number +Class 9 Number and +class of all 13,345,000 Unlisted Options exercisable at +securities not quoted on ASX $0.20 and expiring 31 August ( including the +securities in 2017 section 2 if applicable) 100,000 Unlisted Options exercisable at $0.332 and expiring 21 November 2018. 5,180,000 Unlisted Options exercisable at $0.40 and expiring 31 March 2019.

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 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the[+] securities will be offered 14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions

• See chapter 19 for defined terms.

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18	Names of countries in which the
	entity has security holders who
	will not be sent new offer
	documents
	Note: Security holders must be told how their
	entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of
	acceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee
	or commission
22	Names of any brokers to the
	issue
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

• See chapter 19 for defined terms.

Appendix 3B Page 5

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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 )

• (a) +Securities described in Part 1

• (b)[All other ][+][securities ]

Example: 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 securities

Entities that have ticked box 34(a)

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.

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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 38)

• See chapter 19 for defined terms.

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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: (Director/Company secretary)

Date: 11 April 2017

Print name: Joe Graziano

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 8

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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 placement capacity is calculated

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue	77,512,890
Addthe following: • Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid+ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	12,000,001 FPO Shares 1 June 2016 425,000 Exercise of Options 11July 2016 445,000 Exercise of Options 15 July 2016 100,000 Exercise of Options 26 July 2016 180,000 Exercise of Options 19 Aug 2016 22,665,723 Pro-Rata Issue 415,000 Exercise of Options 21 Nov 2016 301,695 Shares 21 Nov 2016 15,000 Exercise of Options 25 Nov 2016 300,000 Shares 22 Dec 2016 3,750,000 Placement 28 Feb 2017 6,610,000 SPP 11 April 2017
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	-
“A”	124,720,309

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 18,708,046

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period not counting those issued:

• Under an exception in rule 7.2

• Under rule 7.1A

• With security holder approval under rule 7.1 or rule 7.4

Note:

• This applies to equity securities, unless specifically excluded – not just ordinary securities

• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• It may be useful to set out issues of securities on different dates as separate line items

• “C” -

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

“A” x 0.15 18,708,046 Note: number must be same as shown in Step 2 Subtract “C” - Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 18,708,046 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 10

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Part 2

Part 2	Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	124,720,309
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	12,472,030
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items
“E”	-

• See chapter 19 for defined terms.

Appendix 3B Page 11

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

“A” x 0.10 12,472,030 Note: number must be same as shown in Step 2 Subtract “E” - Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” 12,472,030 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 12

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