Kin Mining NL (ASX: KIN) (Kin or the Company) announces that St Barbara Limited (ASX: SBM) (St Barbara) presented a non-binding indicative offer (NBIO) to acquire 100% of Kin shares via a Scheme of Arrangement at an implied price of $0.16 per Kin share in St Barbara shares.

The Kin Board has rejected the NBIO as it would not have been approved by the requisite 75% voting majority of Kin's shareholders. In order to be able to progress the Entitlement Offer and to ensure the market is fully informed of all material matters relevant to the value of Kin shares, Kin has disclosed its receipt of the SBM NBIO. Further, Kin intends to launch an Entitlement Offer to raise up to $13 million to progress the next phase of exploration at its 100%-owned Cardinia Gold Project (CGP) near Leonora in Western Australia.

Entitlement Offer

The Entitlement Offer, which will be available to all eligible shareholders, will be priced based on the recent share trading once details have been settled.

The funds raised will provide Kin with sufficient working capital to complete the next phase of systematic exploration work at the CGP and to follow up on the exciting new discoveries and targets identified as part of its highly successful drilling campaigns completed during 2020 and 2021. These include the emerging discoveries at Mt Flora and Iron King, as well as multiple new prospects which have been identified following significant improvements in the Company's understanding of the geology and potential of the CGP such as the Eagle and Crow prospects.

Commenting on the capital raising, Kin Managing Director Andrew Munckton said: 'We've had considerable success converting our improving geological understanding into exploration results, and then converting those results into additional Mineral Resources.

At Cardinia Hill, we have successfully added 106koz of new Mineral Resources, while the Bruno-Lewis Mineral Resource has been expanded by 20% to 374koz. 'Our systematic approach to exploration has paid off in spades and given us a much better idea of where and how to target the next phase of drilling - which will be designed both to define new resources and to identify additional discoveries with the potential to deliver a step-change in the value of the project.

'The additional funding will allow us to continue to assess the recent discoveries at Cardinia Hill and follow up on new prospects like Mt Flora, Eagle and Crow - in short to maintain the very strong exploration momentum we have built up over the past two years. 'Other targets across the land package have been identified by recent soil geochemistry and modern geophysical surveys over largely untested areas within the highly mineralised Cardinia area. We expect this work to generate new follow-up programs of work stretching into 2022.'

NBIO from St Barbara Limited

Kin received a confidential non-binding indicative proposal (NBIO) from St Barbara Limited (SBM) for the purchase of all Kin shares, via a scheme of arrangement, at an implied price of $0.16 per Kin share through the issue of SBM shares (Proposed Transaction). The NBIO was subject to a number of conditions, including no leak or public disclosure of the NBIO, due diligence, the unanimous recommendation of the Kin Board, the execution of a scheme implementation agreement between SBM and Kin containing exclusivity mechanisms, and no further issuance of equity securities by Kin.

The Proposed Transaction, if it had been implemented, would amongst other things have required the approval by a majority of shareholders (other than SBM) holding 75% of the shares voting in favour of the Proposed Transaction at the scheme meeting. The Kin Board considered the NBIO, engaged with SBM, and canvassed the views of its major and substantial shareholders other than SBM who collectively hold in excess of 25% of the total Kin shares on issue. The Board determined that the proposed NBIO could not progress because the Proposed Transaction was not acceptable to the major and substantial shareholders other than SBM, and therefore would not have been approved by the requisite 75% voting majority of Kin's shareholders.

Contact:

Andrew Munckton

Tel: +61 8 9242 2227

About Kin Mining NL

Kin Mining NL (ASX: KIN) is a West Australian based gold development and exploration company. Kin's key focus is its 100%-owned Cardinia Gold Project (CGP) located in the highly prospective North-Eastern Goldfields region of Western Australia. The CGP has an 1275koz gold Mineral Resource defined in both oxide and deeper primary mineralisation with considerable potential to grow this resource with further drilling. Kin's exploration effort is the systematic program of exploration across the Cardinia Mining Centre that seeks to advance a number of targets in parallel while developing a pipeline of exploration targets for ongoing Mineral Resource expansion.

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