PATRONUS RESOURCES LIMITED — Share Issue/Capital Change 2018

Feb 13, 2018

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ASX Code: KIN

Board of Directors

Trevor Dixon

EXPIRY OF UNLISTED PERFORMANCE RIGHTS

Chairman

David Sproule Technical Director

Joe Graziano

Non-Executive Director & Company Secretary

Kin Mining NL (ASX: KIN) wishes to advise of the cancellation of the following unlisted performance rights awarded to the Managing Director subject to the satisfaction of certain conditions within 3 years and approved by shareholders on 15 September 2017, which have expired due to the resignation of the Managing Director, Mr Don Harper.

• 3,619,917 Unlisted Performance Rights

The Appendix 3B is attached.

Contact Details

-ENDS-

Post

PO Box 565 Mount Hawthorn Western Australia 6915

Office

342 Scarborough Beach Road Osborne Park Western Australia 6017

For further information, please contact:

Trevor Dixon Chairman Kin Mining NL +61 8 9242 2227

Joe Graziano Company Secretary Kin Mining NL +61 8 9242 2227

Phone

08 9242 2227

Fax

08 9242 1277

Email

info@kinmining.com.au

Website

www.kinmining.com.au

Shares on Issue:

221,347,198 Unlisted Options : 37,335,750 ASX: KIN

About Kin Mining

Kin Mining (ASX: KIN) is an emerging gold development company with a significant tenement portfolio in the highly prospective North-Eastern Goldfields region of Western Australia. The Company has completed its Definitive Feasibility Study on the Leonora Gold Project forecasting an average production rate of 55,000oz[1] pa. The Company has also upgraded its resources to 1.02Moz[2] and

released its Maiden Ore Reserve of 373,000oz[1] . Kin is seeking to increase shareholder value through continued aggressive exploration on its tenements and achieving gold production in the second half of 2018.

1The 2 October 2017 DFS included the proposed 3.75% West Australian Government Gold Tax. This proposal has since been rejected with the revised AISC now A$1,018/oz. The Company confirms that it is not aware of any new information or data that materially affects the information included in the ASX announcement of 2 October 2017 “Feasibility confirms a high margin gold mine for Kin at its Leonora Gold Project”, and that all material assumptions and technical parameters underpinning the estimates in that announcement continue to apply and have not materially changed. For Reference see ASX Announcement 2/10/2017 Feasibility confirms a high margin gold mine for Kin at its Leonora Gold Project

2The Company confirms that it is not aware of any new information or data that materially affects the information included in the ASX Announcement of 30 August 2017 “Kin Defines +1 Million ounces of Gold at the Leonora Gold Project”, and that all material assumptions and technical parameters underpinning the estimates in that announcement continue to apply and have not materially changed.

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 Not Applicable (N/A) be issued 2 Number of[+] securities issued or N/A to be issued (if known) or maximum number which may be issued 3 Principal terms of the N/A +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.

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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	N/A
	N/A
	N/A
	Yes
	27 November 2017
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 2

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6e Number of[+] securities issued N/A with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued N/A 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 20,038,079 issue capacity under rule 7.1 and 7.1A 1,798,719 rule 7.1A – complete Annexure 1 and release to ASX Market ( Refer to Annexure 1 ) Announcements 7 +Issue dates N/A 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 +Class 8 Number and +class of all 221,347,198 Fully paid ordinary shares +securities quoted on ASX ( including the +securities in section 2 if applicable)

Number +Class

• See chapter 19 for defined terms.

Appendix 3B Page 3

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9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	100,000 12,235,750 5,000,000 9,000,000 6,000,000 4,000,000 1,000,000	Unlisted Options exercisable at $0.332 and expiring 21 November 2018. Unlisted Options exercisable at $0.40 and expiring 31 March 2019. Unlisted Options exercisable at $0.27 and expiring 10 April 2020 Unlisted Options exercisable at $0.75 and expiring 15 September 2020 Unlisted Options exercisable at $1.00 and expiring 15 September 2021 Unlisted Options exercisable at $1.25 and expiring 15 September 2022 Unlisted Options exercisable at $0.36 and expiring 15 January 2020

10 Dividend policy (in the case of a In accordance with the Company’s Dividend trust, distribution policy) on the policy increased capital (interests)

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.

Appendix 3B Page 4

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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)

• See chapter 19 for defined terms.

Appendix 3B Page 5

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• 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 )

• (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

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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.

Appendix 3B Page 7

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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: 14 February 2018

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	114,360,309
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	3,750,000 Placement 28 Feb 2017 6,610,000 SPP 11 April 2017 14,111,500 SPP Shortfall 8 May 2017 20,049,375 Placement 8 May 2017 425,000 Exercise of Options 8 May 2017 50,000 Exercise of Options 23 May 17 220,000 Exercise of Options 6 June 17 2,120,000 Exercise of Options & Placement 27 June 2017 523,500 Exercise of Options 20 July 17 2,195,000 Exercise of Options 18 Aug 17 500,000 Exercise of Options 21 Aug 17 2,398,000 Exercise of Options 25 Aug 17 5,613,000 Exercise of Options 1 Sept 17 2,785,714 Issue of Shares 15 Sept 17 28,000,000 Placement 22 December 17 380,083 Performance Rights Vesting 29 December 17 12,755,717 Pro-Rata Issue 4,500,000 Placement 15 January 2018
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	-
“A”	221,347,198

• See chapter 19 for defined terms.

Appendix 3B Page 9

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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	33,202,079
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	7,664,000 FPO Placement 22 Dec 17 4,500,000 FPO Placement 15 Jan 18 1,000,000 Unlisted Options 15 Jan 18
“C”	13 ,164,000
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	33,202,079
Subtract“C” Note: number must be same as shown in Step 3	13,164,000
Total[“A” x 0.15] – “C”	20,038,079 [Note: this is the remaining placement capacity under rule 7.1]

placement capacity under rule 7.1
“A” x 0.15	33,202,079
Note: number must be same as shown in
Step 2
Subtract“C”	13,164,000
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	20,038,079
	[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	221,347,198
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	22,134,719
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	20,336,000 FPO Placement 22 Dec 17
“E”	20,336,000

• 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

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	22,134,719
Subtract“E” Note: number must be same as shown in Step 3	20,336,000
Total[“A” x 0.10] – “E”	1,798,719 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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