Prospectus - Kingsrose Mining

Section 1
Key Points
• The Company’s objective is to become a profitable producer. Initially the Company will be a
single project company developing the underground Sand Queen Gold Mine in joint venture
with Reed Resources Limited. The Joint Venture is currently only over the underground
mining potential of the Joint Venture tenement area (Initial Tenements) and all reference to
the Sand Queen Gold Mine is a reference to the underground gold and silver potentials of
such tenements.
• The Company will issue a total of 26,250,000 Shares, 11,000,000 Convertible Notes
(a total of $2,200,000 face value) and repay moneys under the Asset Sale Agreement and
associated debt conversion agreements in order to acquire the Joint Venture interest and
discharge various debt.
• The Company is aiming for the Sand Queen Gold Mine to be in full scale commercial
production in the first quarter of 2008 based on the resources outlined in the Independent
Geologist’s Report and the development work carried out to date.
• The resource outlined in the Joint Venture area is 190,498 tonnes at 12.1 grams of gold per
tonne (JORC Code category indicated resources) and 169,707 tonnes at 11.4 grams of gold
per tonne (JORC Code category inferred resources), giving an in ground resource of 136,518
ounces of gold. In accordance with JORC Code requirements the Independent Geologist has
rounded these resources to 360,200 tonnes at 12 grams of gold a tonne for a total of 136,500
ounces of gold.
• The Company’s joint venture interest in this resource will be 50%. To earn this 50% the
Company must pay all costs of mining. Under a similar arrangement for the area below
the 243 metre level the Company will earn 60% of the gold. Details of the joint venture
obligations are in Schedule 2 to the Solicitor’s Report in section 10.
• The Company will also seek to pursue complementary opportunities that the Directors
consider have the potential to add value.
• The Company has a Board with mining, exploration, project evaluation and corporate skills
to oversee developments as they arise, however it may seek additional skilled personnel to
ensure maximum benefit for Shareholders.
• An investment in the Shares the subject of this Prospectus is highly speculative as a result of
the nature of the Company’s business as an early stage production company. No investment
should be made if the loss of that investment would have a temporary or permanent material
effect on the personal financial circumstances of the investor.
• Specific and general risk factors are outlined in section 7. Significant risks for a producing
company are that there can be no assurance that the resources to be mined will maintain the
forecast grade and tonnage and that treatment will achieve the forecast recovery of gold. By
the Joint Venture Agreement the Company will be at risk to lose its Joint Venture interest
if the gold production milestone of 25,000 ounces of gold is not achieved by 31 May 2009.
The actual price of gold in the future cannot be forecast with any certainty. Development of
further resources, either within the Comet Vale Joint Venture area or in new projects is also
inherently uncertain, as are all input costs and the availability of skilled personnel.
This information is a selective overview only and should be read in conjunction with the more
detailed information appearing elsewhere in this Prospectus. Investors should read this Prospectus
in its entirety and not rely solely on this overview.
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