PATRONUS RESOURCES LIMITED — Share Issue/Capital Change 2014

Feb 26, 2014

Board of Directors

Terry Grammer Chairman

Trevor Dixon Managing Director

Fritz Fitton Technical Director

Joe Graziano

Non-Executive Director & Company Secretary

Contact Details

Office

342 Scarborough Beach Road Osborne Park Western Australia 6017

Phone 08 9242 2227

Fax 08 9242 1277

Email info@kinmining.com.au

Website www.kinmining.com.au

Shares on Issue: 38,653,003 (KIN)

ASX: KIN

Kin Mining NL (ASX:KIN) is pleased to announce the successful completion of the Company's Bonus Issue of Options to shareholders.

No funds have been raised from the Bonus Options Issue and Options will not be quoted on the ASX.

Kin Mining wishes to thank its shareholders for their continued support of the company and looks forward to providing updates on the continuing exploration program.

Allotment of securities is scheduled to occur on the 28th February 2014 in accordance with the timetable.

An Amended Appendix 3B is attached herewith to reflect individual Rounding Adjustments associated with the issue of the Bonus Options. In a previous announcement on 10th February 2014 the company advised that Bonus Options to be issued would be 19,326,501. After reconciliation and individual rounding adjustments the Bonus Options to be issued will be 19,326,512.

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).

$\mathbf 1$ +Class of +securities issued or to be issued

Options to subscribe for ordinary shares

• Number of +securities issued or $\overline{2}$ 19,326,512 to be issued (if known) or maximum number which may be issued
• Principal terms the of $\overline{\mathbf{3}}$ +securities $(e.g.$ if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due for if dates payment; +convertible securities, the conversion price and dates for conversion)

Exercisable at $0.30 on or before 31 January 2015

+ See chapter 19 for defined terms.

$\overline{4}$	Do the + securities rank equallyin all respects from the + issuedate with an existing + class ofquoted +securities?	The Options do not rank equally with theexisting class of quoted securities.The Options will not be quoted.
	If the additional + securities donot rank equally, please state:the date from which they do0the extent to which theyfor theparticipatenextdividend, (in the case of adistribution)trust,Orinterest paymentthe extent to which they donot rank equally, other thanin relation to the nextdividend,distributionOrinterest payment
5	Issue price or consideration	NIL
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	Bonus Options issue to all shareholders
6a	Is the entity an + eligible entityobtained securityhasthatholder approval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the + securities thesubject of this Appendix 3B, andcomply with section 6i	No
6b	The date the security holderresolution under rule 7.1A waspassed	N/A
6c	Number of + securities issuedwithout security holder approvalunder rule 7.1	N/A

+ See chapter 19 for defined terms.

• Number of +securities issued 6d with security holder approval under rule 7.1A
• Number of +securities issued 6e with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• Number of +securities issued 6f under an exception in rule 7.2
• If +securities issued under rule 6g 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.
• If +securities were issued under 6h rule $7.1A$ for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• Calculate the entity's remaining 6i issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

+Issue dates $\overline{7}$

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.

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

Number	+ Class
23,238,003	Ordinary Fully Paid

$N/A$

$N/A$

$N/A$

$N/A$

$N/A$

$N/A$

28 February 2014

• See chapter 19 for defined terms.

Appendix 3B Page 3

Number and +class of all $\overline{9}$ *securities not quoted on ASX (including the +securities in section 2 if applicable)

Number	+ Class
2,192,500	Ordinary Fully PaidRestricted escrowedTo 20-Sep-2014(KINAI)
13,222,500	Ordinary Fully PaidRestricted escrowedTo 2-Oct-2015(KINAK)
19,326,512	Unlisted Options(KINAM)

Dividend policy (in the case of a $\bigcap N/A$ $10$ trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

$\mathbf{u}$ Is security holder approval No required? Is the issue renounceable or non-Non-renounceable 12 renounceable? Ratio in which the +securities One Bonus Option for every two Existing $13$ will be offered Shares +Class of +securities to which the $\lceil$ Unlisted Options which, upon exercise, $14$ offer relates relate to Ordinary Shares +Record date to determine 18 February 2014 15 entitlements 16 Will holdings on different | $N/A$ registers (or subregisters) be aggregated calculating for entitlements? Policy for deciding entitlements Fractional entitlements will be rounded up 17 in relation to fractions to nearest whole number

+ See chapter 19 for defined terms.

Names of countries in which the 18 entity has security holders who will not be sent new offer documents

Note: Security holders must be told how theirentitlements are to be dealt with.

Cross reference: rule 7.7.

Closing date for receipt of $N/A$ 19 acceptances or renunciations

N/A			the complete the complete state of
		$\sim$
	March and the state of the state
			CONTRACTOR

• See chapter 19 for defined terms.

Appendix 3B Page 5

Appendix 3BNew issue announcement

20	Names of any underwriters	N/A
21	Amount of any underwriting feeor commission	N/A
22	Names of any brokers to theissue	N/A
23	Fee or commission payable to thebroker to the issue	N/A
24	Amount of any handling feepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders	N/A
25	If the issue is contingent onsecurity holders' approval, thedate of the meeting	N/A
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled	19 February 2014
27	If the entity has issued options,and the terms entitle optionholdersparticipatetoonexercise, the date on whichnotices will be sent to optionholders	N/A
28	Date rights trading will begin (ifapplicable)	N/A
29	Date rights trading will end (ifapplicable)	N/A
30	How do security holders selltheir entitlements in full througha broker?	N/A
31	How do security holders sell partof their entitlements through abrokerandacceptforthebalance?	N/A

+ See chapter 19 for defined terms.

How do security holders dispose $32$ of their entitlements (except by sale through a broker)?

+Issue date 33

$N/A$

28 February 2014

Part 3 - Quotation of securities

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

• Type of +securities 34 (tick one)
  • +Securities described in Part 1
    • 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

$(a)$

$(b)$

• 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
• If the *securities are *equity securities, a distribution schedule of the additional 36 *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 3BNew issue announcement

	Entities that have ticked box 34(b)
38	Number of + securities for which+ quotation is sought
39	+ Class of + securities for whichquotation is sought
40	Do the + securities rank equally inall respects from the + issue datewith an existing + class of quoted+ securities?
	If the additional + securities do notrank equally, please state:the date from which they do$\bullet$the extent to whichthey$\bullet$forparticipatethenextdividend, (in the case of atrust, distribution) or interestpaymentthe extent to which they donot rank equally, other than inrelation to the next dividend,distributioninterestOrpayment
41	Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period(if issued upon conversion of
	another + security, clearly identifythat other + security)
42	Number$+$ classandofall+ securitiesquotedonASX(including the + securities in clause	Number	+ Class

$\frac{1}{2}$

$38)$

+ See chapter 19 for defined terms.

Quotation agreement

• +Quotation of our additional +securities is in ASX's absolute discretion. ASX $\mathbf{I}$ may quote the +securities on any conditions it decides.
• We warrant the following to ASX. $\overline{2}$
  • 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 $\bullet$ 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 $\bullet$ 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 $\bullet$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.
• We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{\mathbf{3}}$ claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{4}$ 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.

$\overbrace{\hspace{27mm}}^{2}$ (Director/Company secretary)

. . . . . . . . . . . . . . . . . . . .

Date: $27/2/20/4$

Sign here:

Joe Graziano

Print name:

$== == == == == ==$

+ See chapter 19 for defined terms.

$\sim$

+ 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
	Add the following:Number of fully paid +ordinary securitiesissued in that 12 month period under anexception in rule 7.2
	Number of fully paid +ordinary securities$\bullet$issued in that 12 month period withshareholder approvalNumber of partly paid +ordinarysecurities that became fully paid in that12 month period
	Note:Include only ordinary securities here -other classes of equity securities cannotbe addedInclude here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexedIt may be useful to set out issues ofsecurities on different dates as separateline items
	Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod
	"А"

+ 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
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$\bullet$
$\bullet$With security holder approval under rule7.1 or rule 7.4
Note:This applies to equity securities, unlessspecifically excluded - not just ordinarysecuritiesInclude here (if applicable) the securities$\bullet$the subject of the Appendix 3B to whichthis form is annexedIt may be useful to set out issues of$\bullet$securities 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
Note: number must be same as shown inStep 2
Subtract "C"
Note: number must be same as shown inStep 3
Total ["A" $\times$ 0.15] - "C"
	[Note: this is the remaining placementcapacity under rule 7.11

+ 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
0.10
Note: this value cannot be changed
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
" $A$ " x 0.10
Note: number must be same as shown inStep 2
Subtract "F"
Note: number must be same as shown inStep 3
Total ["A" $\times$ 0.10] – "E"
	Note: this is the remaining placementcapacity under rule 7.1A

$\hat{\boldsymbol{\alpha}}$

+ See chapter 19 for defined terms.