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Prospectus - Kingsrose Mining

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Section 9<br />

Investigating Accountant’s Report<br />

Our review also determined whether the pro-forma transactions formed a reasonable basis for the preparation<br />

of the pro-forma balance sheet.<br />

These review procedures do not provide all the evidence that would be required in an audit, thus the level<br />

of assurance provided is less than that given in an audit. We have not performed an audit on the historical<br />

financial information and the pro-forma balance sheet and accordingly we do not express an audit opinion on<br />

the historical financial information and the pro-forma financial information set out in Appendix 2.<br />

5. Review Opinion<br />

Based on the scope of our review, which is not an audit, nothing has come to our attention that causes us<br />

to believe that the historical information, as set out in Appendix 2, does not present fairly, in accordance<br />

with the recognition and measurement requirements, but not all of the disclosure requirements of applicable<br />

accounting standards and other mandatory professional reporting requirements in Australia, the following:<br />

(a)<br />

(b)<br />

The balance sheet of <strong>Kingsrose</strong> <strong>Mining</strong> Limited at 31 August 2007, the statement of changes in equity,<br />

the income statement and the statement of cash flows from 20 April 2007 to 31 August 2007 prepared<br />

on the basis set out in 4.3 above.<br />

The pro-forma balance sheet of <strong>Kingsrose</strong> <strong>Mining</strong> Limited at 31 August 2007, the proforma statement<br />

of changes in equity, the pro-forma income statement and the proforma statement of cash flows from 20<br />

April 2007 to 31 August 2007 had the transactions as set out in section 4.4 of this report taken place as<br />

at 31 August 2007.<br />

6. Subsequent Events<br />

6.1 In September 2007 the company entered into a mining services agreement with Westralmen Pty Ltd,<br />

Darren Phillips and Michael Green by which Westralmen Pty Ltd agreed to perform mining services for<br />

a period of 2 years for a fee of $418,000 per annum inclusive of GST payable in instalments monthly in<br />

arrears.<br />

6.2 In October 2007 the Company entered into an employment agreement with Mr D F Hatch whereby Mr<br />

Hatch will be employed as managing director of the Company. Employment will commence from the<br />

date the Company shares are listed on the Australian Securities Exchange for a period of three years at<br />

a commencing salary of $300,000 per annum plus 9% superannuation and the use of a Company motor<br />

vehicle. Mr Hatch has been issued 3,000,000 free options with an exercise price of 25c per option<br />

expiring on 31 December 2012.<br />

6.3 In October 2007 the Company issued 2,500,000 free options to the following:<br />

- 1,000,000 to Mr JC Morris<br />

- 1,000,000 to Mr MJ Andrews<br />

- 500,000 to Abillo Pty Ltd as trustee for the MR Smith Family Trust.<br />

Each option will entitle the holder to one fully paid share in the Company at an exercise price of 25c at<br />

any time up to 31 December 2012.<br />

7. Disclosure<br />

At the date of this report Mack & Co does not have any pecuniary interest in <strong>Kingsrose</strong> <strong>Mining</strong> Limited that<br />

would reasonably be regarded as being capable of affecting its ability to give an unbiased opinion in this<br />

matter. Mack & Co will receive a professional fee for the preparation of this report.<br />

Mack &Co consents to the inclusion of this report (including Appendix 1 and Appendix 2) in the <strong>Prospectus</strong><br />

in the form and context in which it is included. At the date of this report this consent has not been withdrawn.<br />

Yours faithfully<br />

Page 40<br />

MACK & CO<br />

N A CALDER<br />

PARTNER

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