Prospectus - Kingsrose Mining

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Section 9 Investigating Accountant’s Report Our review also determined whether the pro-forma transactions formed a reasonable basis for the preparation of the pro-forma balance sheet. These review procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than that given in an audit. We have not performed an audit on the historical financial information and the pro-forma balance sheet and accordingly we do not express an audit opinion on the historical financial information and the pro-forma financial information set out in Appendix 2. 5. Review Opinion Based on the scope of our review, which is not an audit, nothing has come to our attention that causes us to believe that the historical information, as set out in Appendix 2, does not present fairly, in accordance with the recognition and measurement requirements, but not all of the disclosure requirements of applicable accounting standards and other mandatory professional reporting requirements in Australia, the following: (a) (b) The balance sheet of Kingsrose Mining Limited at 31 August 2007, the statement of changes in equity, the income statement and the statement of cash flows from 20 April 2007 to 31 August 2007 prepared on the basis set out in 4.3 above. The pro-forma balance sheet of Kingsrose Mining Limited at 31 August 2007, the proforma statement of changes in equity, the pro-forma income statement and the proforma statement of cash flows from 20 April 2007 to 31 August 2007 had the transactions as set out in section 4.4 of this report taken place as at 31 August 2007. 6. Subsequent Events 6.1 In September 2007 the company entered into a mining services agreement with Westralmen Pty Ltd, Darren Phillips and Michael Green by which Westralmen Pty Ltd agreed to perform mining services for a period of 2 years for a fee of $418,000 per annum inclusive of GST payable in instalments monthly in arrears. 6.2 In October 2007 the Company entered into an employment agreement with Mr D F Hatch whereby Mr Hatch will be employed as managing director of the Company. Employment will commence from the date the Company shares are listed on the Australian Securities Exchange for a period of three years at a commencing salary of $300,000 per annum plus 9% superannuation and the use of a Company motor vehicle. Mr Hatch has been issued 3,000,000 free options with an exercise price of 25c per option expiring on 31 December 2012. 6.3 In October 2007 the Company issued 2,500,000 free options to the following: - 1,000,000 to Mr JC Morris - 1,000,000 to Mr MJ Andrews - 500,000 to Abillo Pty Ltd as trustee for the MR Smith Family Trust. Each option will entitle the holder to one fully paid share in the Company at an exercise price of 25c at any time up to 31 December 2012. 7. Disclosure At the date of this report Mack & Co does not have any pecuniary interest in Kingsrose Mining Limited that would reasonably be regarded as being capable of affecting its ability to give an unbiased opinion in this matter. Mack & Co will receive a professional fee for the preparation of this report. Mack &Co consents to the inclusion of this report (including Appendix 1 and Appendix 2) in the Prospectus in the form and context in which it is included. At the date of this report this consent has not been withdrawn. Yours faithfully Page 40 MACK & CO N A CALDER PARTNER
APPENDIX 1 ASSETS BEING ACQUIRED AND LIABILITIES TRANSFERRED $ CURRENT ASSETS Cash and cash equivalents 424,050 TOTAL CURRENT ASSETS 424,050 NON CURRENT ASSETS Term deposit 185,194 Plant and equipment 1,148,680 Mining development expenditure 1,634,706 TOTAL NON CURRENT ASSETS 2,968,580 TOTAL ASSETS 3,392,630 CURRENT LIABILITIES Bank borrowings for equipment 265,938 Less unexpired charges (21,577) Loan – unsecured 187,425 TOTAL CURRENT LIABILITIES 431,786 NON CURRENT LIABILITIES Bank borrowings for equipment 85,682 Less unexpired charges (3,485) Loans – unsecured 2,868,647 TOTAL NON CURRENT LIABILITIES 2,950,844 TOTAL LIABILITIES 3,382,630 NET ASSETS 10,000 The net asset acquisition figure of $10,000 is to be satisfied by the issue of 20,000,000 fully paid ordinary Page 41
Page 1 and 2: Kingsrose Mining Limited ABN 49 112
Page 3 and 4: Table of Contents Section 1 Key Poi
Page 5 and 6: Section 2 Chairman’s Letter Dear
Page 7 and 8: Application of Proceeds at Full Sub
Page 9 and 10: 4.4 Application for Shares Applicat
Page 11 and 12: Section 5 Company and Project Overv
Page 13 and 14: Section 6 Directors and Corporate G
Page 15 and 16: As the Company’s activities devel
Page 17 and 18: Additionally, tenements are subject
Page 19 and 20: Potential Acquisitions As part of i
Page 21 and 22: In addition, GIPL made independent
Page 23 and 24: Figure 2. Regional Geology 1. Intro
Page 25 and 26: Figure 3. Project Geology and Tenem
Page 27 and 28: 6. Past Exploration up to 1998 The
Page 29 and 30: 1. Proving up gold resources to the
Page 31 and 32: Table 3. Significant Results The su
Page 33 and 34: Holla, L.A., 2001. Geological setti
Page 35 and 36: Conduits Conglomerate Country rock
Page 37 and 38: Lava Limestone Lineament Lithologic
Page 39 and 40: Stockwork Stratabound Stratigraphy
Page 41: Under the terms of an asset sale ag
Page 45 and 46: To be read in conjunction with the
Page 47 and 48: APPENDIX 2 STATEMENT OF CASH FLOWS
Page 49 and 50: (b) (c) (d) (e) (f) (g) Income tax
Page 51 and 52: Unaudited Proforma 31 August 2007 U
Page 53 and 54: $ $ 10. CONVERTIBLE NOTES - UNSECUR
Page 55 and 56: 2.1 Western Australia Tenements in
Page 57 and 58: included a revised threshold test f
Page 59 and 60: • Compensation may have to be agr
Page 61 and 62: Notes: 1. The tenement is subject t
Page 63 and 64: expenditure will be borne by the pa
Page 65 and 66: Section 12 Additional Information 1
Page 67 and 68: Rights on Winding Up Subject to the
Page 69 and 70: Early Redemption by Noteholder The
Page 71 and 72: Section 13 Director’s Responsibil
Page 73 and 74: Application This Application Form r
Page 75 and 76: Application This Application Form r
Page 77 and 78: Airleg miner boring a level drive f

Prospectus - Kingsrose Mining

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