PATRONUS RESOURCES LIMITED — Capital/Financing Update 2017

Feb 27, 2017

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A.C.N: 150 597 541
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28 February 2017

Board of Directors

Placement and Appendix 3B

Trevor Dixon Chairman

Don Harper Managing Director

David Sproule Non-Executive Director

Joe Graziano Non-Executive Director/ Company Secretary

Contact Details

Kin Mining NL (ASX: KIN) is pleased to advise that it has completed a placement to Sophisticated and Professional Investors pursuant to s708 of the Corporations Act raising $750,000 from the issue of 3,750,000 at $0.20c to assist the company with its ongoing development strategy at the Leonora Gold Project prior to the dispatch and finalisation of the Share Purchase Plan (SPP) to existing eligible shareholders.

At its Annual General Meeting held on 28 November 2016 the Company received shareholder approval for a future issue of up to 5,000,000 shares. The approval was valid for a period of 3 months and the issue of shares would be at the Directors discretion. The Company has taken the opportunity to utilise the approval and obtain interim funding without affecting its current placement capacity.

Post

PO Box 565 Mount Hawthorn Western Australia 6915

The placement has been done on the same terms as the SPP with the shares being issued at $0.20c with a 1 for 2 attaching option exercisable at $0.40c expiring two years from the date of issue. The issue of the options is subject to shareholder approval and the Company is currently finalising a Notice of Meeting to obtain the necessary approvals.

Office

342 Scarborough Beach Road Osborne Park Western Australia 6017

Phone

08 9242 2227

Joe Graziano Company Secretary

Email

info@kinmining.com.au

-ENDS-

Website

www.kinmining.com.au

Shares on Issue: 46,614,690 (KIN) 118,110,309 Unlisted Options : 13,445,000

ASX: KIN

For further information, please contact:

Don Harper Paul Armstrong/Nicholas Read Managing Director Read Corporate Kin Mining NL +61 (0) 8 9388 1474 +61 8 9242 2227

About Kin Mining

Kin Mining NL (ASX: KIN) is an emerging gold development company with a significant tenement portfolio in the North-Eastern Goldfields of Western Australia. The immediate focus of the company is the (100% Kin), Leonora Gold Project (LGP) which contains a JORC resource of 721 koz Au. The outcomes of the Pre-Feasibility Study at the LGP, confirmed the potential for Kin to become a lowrisk, high-margin gold producer. Gold production is targeted for mid-2018.

Please refer to the announcement dated 15 December 2016 titled “PFS Confirms Leonora Gold Project as a High Margin Project”. Furthermore the Company confirms in accordance with the PFS announcement lodged on 15 December 2016 that all the material assumptions underpinning the annual production targets as provided in that Report continue to apply and have not materially changed.

The Project has forecast production of approximately 50,000 oz Au per annum, once established, over an initial 6.5-year mine life. Mining will be undertaken at 3 open pit mining centres, feeding a new 750 ktpa conventional carbon-in-leach processing plant, to be located at Cardinia. The plant is scheduled to be upgraded to 1.2 Mtpa in Year three. A total of 6.8 Mt of ore grading 1.5 g/t Au are scheduled to be processed over the life of the operation, yielding 309 koz of recovered gold. There is significant exploration upside in the Project area, which may increase the lifetime of the Project.

The robust economics of the Project are underpinned by a low pre-production capital cost, of only A$35M (including 15% contingency), and an operating cash flow of A$105M. The capital payback period is notable at only 18 months from first gold production, which demonstrates the low risk, high margin profile of the operation. The life-of-mine All In Sustaining Cost (AISC) is projected to be A$1,084 / oz Au. The Pre-Feasibility Study also identified several areas where opportunities exist to improve the economic and operational performance of the Project, such as securing a good quality second-hand processing plant, improving metallurgical recoveries, and further optimisation of mine designs.

Kin’s priority is to complete a Feasibility Study for the LGP by mid-2017. Drilling is in progress with the objective of converting the Inferred Mineral Resources in the mine plan to Indicated Mineral Resources. Metallurgical, geotechnical, and environmental work is scheduled or currently underway to support the DFS, which will form the basis for a decision to mine.

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Leonora Gold Project tenure with Mineral Resources & Prospects

		Leonora Gold Project Mineral Resources	Leonora Gold Project Mineral Resources	Leonora Gold Project Mineral Resources	Leonora Gold Project Mineral Resources	Leonora Gold Project Mineral Resources	Leonora Gold Project Mineral Resources
Project Area	Lower cut-off Grade	Indicated Resources			Inferred Resources			Total	Resources
	g/t Au	Mt	g/t Au	koz Au	Mt	g/t Au	koz Au	Mt	g/t Au	koz Au
Mertondale*
Mertondale 3/4	0.7	0.87	2.3	65	0.66	2.1	45	1.53	2.2	110
Merton’s Reward	0.7	1.01	2.7	87	0.07	1.7	4	1.08	2.6	91
Tonto	0.7	0.97	1.9	60				0.97	1.9	60
Eclipse (Tonto North)	0.7	0.62	1.8	35	0.25	1.7	14	0.87	1.8	49
Mertondale 5	0.7	0.32	3.2	33	0.16	2.7	13	0.48	3.0	46
Quicksilver (Tonto South)	0.7	0.55	1.8	31	0.11	2.1	8	0.66	1.8	39
Subtotal Mertondale		4.34	2.2	311	1.25	2.1	84	5.59	2.2	395
Cardinia**
Bruno-Lewis Exploration	0.7	1.04	1.1	37	1.52	1.3	63	2.56	1.2	100
Helen’s North	0.7	0.63	1.2	24	0.13	1.1	5	0.76	1.2	29
Kyte	0.7				0.31	1.6	16	0.31	1.6	16
Rangoon	0.7	0.09	1.8	5	0.23	1.3	9	0.31	1.4	14
Lewis Grade Control***	0.7	0.29	1.4	12				0.29	1.4	12
Bruno Grade Control	0.7	0.11	1.4	5	0.03	1.1	1	0.15	1.3	6
Helen’s South	0.7	0.19	1.8	11	0.01	1.3	0	0.20	1.7	11
Lewis South	0.7				0.10	1.3	4	0.10	1.3	4
Subtotal Cardinia		2.35	1.3	94	2.33	1.3	98	4.68	1.3	192
Raeside
Michelangelo- Leonardo	0.7	1.28	2.7	111				1.28	2.7	111
Forgotten Four	0.7	0.07	3.0	7	0.10	2.1	7	0.17	2.5	14
Krang	0.7	0.11	2.6	9				0.11	2.6	9
Subtotal Raeside		1.47	2.7	127	0.10	2.1	7	1.57	2.6	134
TOTAL		8.16	2.0	532	3.7	1.6	189	11.8	1.9	721

Rounding errors may occur.

* Resource estimate by McDonald Speijers, 2009 with Merton’s Reward depleted by McDonald Speijers in 2010. ** Resource estimate by Runge Limited, 2009 with Bruno Grade Control depleted by Runge in 2010. Notes: Assay top cuts for Mertondale and Raeside are variable but generally between 10-20g/t Au and are 15g/t Au at Cardinia. No allowance has been made for dilution or ore loss. All resources are constrained by open pit shells optimised at A$2,000/oz. *** Resource Estimate at Lewis depleted by 999oz from Lewis Pit Trial Mining completed in June 2016 (ASX announcement 5 October 2016). Production Target includes depletion.

Appendix 3B New issue announcement

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 to Fully Paid Ordinary Shares be issued 2 Number of[+] securities issued or 3,750,000 to be issued (if known) or maximum number which may be issued 3 Principal terms of the Fully Paid Ordinary Shares +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)

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

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 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 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 6d Number of+securities issued with security holder approval under rule 7.1A	Yes – the shares issued rank equally in all respects from the date of issue with the existing quoted fully paid ordinary shares of the Company.
	$0.20 per Fully Paid Ordinary Share
	Placement to Sophisticated and Professional Investors pursuant to s708 of the Corporations Act
	Yes
	28 November 2016
	Nil
	Nil

• See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 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 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.	3,750,000
	Nil
	N/A
	N/A
	7.1 16,924,597 7.1A 11,750,861 (Refer to Annexure 1)
	28 February 2017

8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	118,110,309	Fully paid ordinary shares

• See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

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.

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
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

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

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
	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

• See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

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.

Appendix 3B Page 6

04/03/2013

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.

Appendix 3B Page 7

04/03/2013

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: 28 February 2017

Print name: Joe Graziano

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

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 15,000 Exercise of Options 25 Nov 2016 3,750,000 Placement 28 Feb 2017
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	-
“A”	117,508,614

• See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	17,626,292
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber 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	301,695 Shares 21 Nov 2016 100,000 Unlisted Options 21 Nov 2016 300,000 Shares 22 Dec 2016
“C”	701,695
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	17,626,292
Subtract“C” Note: number must be same as shown in Step 3	701,695
Total[“A” x 0.15] – “C”	16,924,597 [Note: this is the remaining placement capacity under rule 7.1]

placement capacity under rule 7.1
“A” x 0.15	17,626,292
Note: number must be same as shown in
Step 2
Subtract“C”	701,695
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	16,924,597
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

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” 117,508,614 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 11,750,861

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

Insert number 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

04/03/2013

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

“A” x 0.10 11,750,861 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” 11,750,861 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013