Kingston Resources : Share Purchase Plan Offer Document Dispatch

Dispatch of Share Purchase Plan Offer Document

ASX/Media Announcement

22 November 2021

onlyKi gston Resources Limited (Kingston or the Company) (ASX:KSN) is pleased to announce that it has dispatched its Share Purchase Plan (SPP) offer documentation to all eligible shareholders today in accordance with the details of the SPP offer announced to the ASX on 18 November 2021.

A copy of the Share Purchase Plan offer document setting out the terms and conditions of the offer and a

use
sample Application Form are attached to this announcement.
Indicative SPP Timetable*
		Event			Date
		Record Date			17 November 2021
		Opening Date			22 November 2021
		Closing Date			16 December 2021
		Announcement of SPP results			20 December 2021
		Issue of New Shares ("Issue Date")			23 December 2021
personalFor		Quotation of Shares on ASX			23 December 2021

*The timetable above is indicative only and may be subject to change. The commencement of trading of new shares is subject to confirmation from the ASX

This release has been authorised by the Kingston Resources Limited Board. For all enquiries, please contact Managing Director, Andrew Corbett, on [phone].

ASX: KSN	201/110 Pacific Hwy,	@KSNResources
Shares on Issue: 286M	North Sydney, NSW 2060
Market Cap: A$57M	[phone]
Cash: A$7.5M (30 Sept 2021)	[e-mail]
	www.kingstonresources.com.au

For personal use only

KINGSTON RESOURCES LIMITED

ACN 009 148 529

SHARE PURCHASE PLAN OFFER

Eligible Shareholders may each purchase a parcel of shares at $0.20 (20 cents) per share up to a maximum value of $30,000 (150,000 shares)

Closing Date: 5:00pm (AEDT) 16 December 2021 (unless closed earlier)

To Accept This Offer - You Should

Make a BPAY® payment in accordance with details on the Application Form

OR

Make a payment via Electronic Funds Transfer in accordance with the details

on the Application Form

THIS IS AN IMPORTANT DOCUMENT AND SHOULD BE READ IN ITS ENTIRETY.

It is important that you read this document carefully before deciding to participate in Share Purchase Plan as

described in this Offer document.

If you do not understand its contents you should consult your professional adviser.

This Offer is on a 'first come, first accepted' basis.

For personal use only

THE OFFER AT A GLANCE

KEY DATES*

	Event			Date
Record Date		17 November 2021
Opening Date		22 November 2021
Closing Date		16 December 2021
Announcement of SPP results		20 December 2021
Issue of New Shares ("Issue Date")		23 December 2021
Quotation of Shares on ASX		23 December 2021
Despatch of Holding Statements		24 December 2021

*Kingston Resources Limited has the discretion to alter Key Dates above without notice.

OFFER DETAILS

	Item			Detail
Issue Price		$0.20 (20 cents) per share which represents:
				• a 16.7% discount to the last closing price on the ASX of
				the Company's shares prior to the Record Date
				• a 13.8% discount to the 5-day volume weighted average
				price of the Company's shares on the ASX up to 15
				November 2021
Minimum Application Amount		The minimum application amount is $2,000 (10,000 shares).
Maximum Application Amount		The maximum application amount is $30,000 (150,000 shares).
Permitted Application Amounts		Each eligible shareholder is entitled to purchase a parcel of
				shares valued at any of:
				•	$2,000 (10,000 shares);
				•	$5,000 (25,000 shares);
				•	$10,000 (50,000 shares);
				•	$15,000	(75,000 shares);
				•	$20,000	(100,000 shares);
				• $25,000	(125,000 shares); or
				•	$30,000	(150,000 shares).

For personal use only

1. SHARE PURCHASE PLAN

The Share Purchase Plan ("SPP") is an opportunity for eligible shareholders of Kingston Resources Limited ACN 009 148 529 ("Company") to purchase additional fully paid ordinary shares in the Company without brokerage, commission or transaction costs being payable in respect of the application for, and issue of, new shares.

All new shares issued under the SPP will rank equally with existing fully paid ordinary shares of the Company and will carry the same voting rights and other entitlements. The Company intends the new shares issued under the SPP will be listed on the ASX together with the present shares.

The market price of the Company's securities may rise or fall between the date of this offer and when any new shares are issued. Any movement will not affect the price or number of the new shares offered to each eligible shareholder under the SPP. Each eligible shareholder should seek independent advice from their financial or other professional advisors before applying for new shares under the SPP.

This offer document and the Application Form set out the terms and conditions of the offer under the SPP. By applying for new shares, you agree to be bound by the Constitution of the Company and the terms and conditions of the SPP specified in the Application Form and as herein set out.

2. NUMBER OF SHARES TO BE ISSUED AND PRICE

The Company intends to issue up to 20,000,000 new shares under the SPP at a price of $0.20 (20 cents) per share ("Offer Price") to raise approximately $4 million. The Company may scale- back the Offer or accept oversubscriptions at its discretion.

The Offer Price represents an 13.8% discount to the volume-weighted average price of the Company's shares traded on the ASX over the 5 business days up to, and including 15 November 2021, which was the last day of trading shares on ASX prior to the Company's announcement of the SPP on 18 November 2021.

There are presently 286,154,557 fully paid ordinary shares on issue and they are listed on the ASX under the tag "KSN". It should be noted that the number of shares on issue is prior to the completion of the placement of 70,000,000 shares announced to the market on 18 November 2021 ("Placement"). The Company also has 15,075,138 unlisted options presently on issue.

As announced on 18 November 2021, Kingston has entered into a share purchase agreement to acquire 100% of the shares in Mineral Hill Pty Ltd ACN 626 082 255, the owner of the Mineral Hill Gold Mine near Condobolin, NSW, from Quintana MH Holding Co. LLC. The funds raised in the Placement will be used, in part, as payment of the consideration under that transaction. The successful completion of the Placement is a condition to completion under the share purchase agreement.

The Placement is being conducted entirely within the placement capacity of Kingston. Resolutions to ratify the issue of shares under the Placement, and the issue of consideration shares under the transaction will also be put to shareholders at the AGM. The Placement shares will be issued to institutional investors identified by Canaccord as brokers to the Placement.

Applications will be dealt with on a 'first come, first accepted' basis and will not be able to be withdrawn or revoked once made.

Important note: Eligible shareholders should note that there is a risk that the market place of shares may change between the Opening Date and the Issue Date. This means it is possible that, between the time you make an Application and the Issue Date, you may be able to buy shares at a lower price than the Offer Price.

Funds raised under the SPP will be used to:

• fund the cash consideration component, environmental bond requirement, and certain transaction costs of Kingston's acquisition of Mineral Hill Pty Ltd, as announced to the ASX on 18 November 2021;

For personal use only

• fund the exploration and development program planned for the Mineral Hill Mine;
• advance mining studies, approvals work programs and exploration at Misima;
• general working capital.

3. ELIGIBILITY AND APPLICATION

Participation in the SPP is entirely voluntary. The offer is open to all shareholders registered as holders of the fully paid ordinary shares of the Company as at 7.00pm (AEDT) on 17 November 2021 and whose address on the Company's share register is in Australia or New Zealand. Certain shareholders who reside in Germany may also be eligible to participate in the offer, see paragraph 8 for the eligibility criteria. Australian and New Zealand shareholders, together with any eligible German shareholders, are each an "eligible shareholder" and may participate in this offer. The Company has determined that it is not practical for shareholders with registered addresses in other jurisdictions to participate in the SPP.

Regardless of the number of shares held already, each eligible shareholder is entitled to apply for a permitted tranche of new shares in the Company pursuant to the SPP and as specified on the Application Form to a maximum of $30,000 (150,000 shares).

The law prescribes the shareholder may only subscribe for up to a maximum of $30,000 worth of shares, even if the shareholder receives more than one offer under the SPP - for example, as a consequence of having more than one shareholding under separate share accounts. A joint holding is considered to be a single registered holding for the purposes of the SPP and is entitled to subscribe for up to a maximum of $30,000 worth of shares in those registered names even if an eligible shareholder separately receives an offer.

An eligible shareholder who holds shares as custodian (as defined by ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547) may on behalf of more than one beneficiary be eligible to apply for a maximum of $30,000 worth of shares for each beneficiary, subject to satisfying certain requirements (see paragraph 7 below). Custodians wishing to apply for new shares on behalf of more than one beneficiary should contact the share registry and request a custodian certificate and schedule.

The Company reserves the absolute right, without showing cause, to reject any application where it considers the maximum application limit or any other term of the SPP has not been fully complied with.

The offer is non-renounceable and so cannot be transferred to a third-party to participate in the SPP. Only eligible shareholders may accept an offer under the SPP. The Application Form has pre-printed details including name as recorded on the register. The name of the registered shareholder on the Application Form cannot be changed.

4. CLOSING DATE AND ISSUE DATE

The SPP is anticipated to close at 5.00pm (AEDT) on 16 December 2021, although the Company reserves the absolute right, without showing cause, to change the Closing Date of the SPP. No late applications will be accepted.

As the SPP is on a 'first come first accepted' basis, the Closing Date may well be earlier than specified and particularly so if applications have been received for the maximum number of new shares able to be issued under the ASX Listing Rules.

The Issue Date is anticipated to be 23 December 2021, although the Company reserves the absolute right, without showing cause, to change the Issue Date of the SPP. A holding statement on confirmation of issue setting out the number of new shares allocated in respect each application will be sent shortly thereafter, and the Company will then promptly apply for them to be quoted on the official list of the ASX.