Prospectus - Kingsrose Mining

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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. Page 2
Section 2 Chairman’s Letter Dear Investor, On behalf of the Directors of Kingsrose Mining Limited, it is my pleasure to invite you to become a Shareholder in the Company. The Company’s objective is to become a successful producer of gold. Our first project is to continue the underground development of the Sand Queen Gold Mine at Comet Vale in Western Australia. The Comet Vale Joint Venture interest which the Company will acquire is a significant asset; the Joint Venture has already produced gold from ore mined during development and has a current stockpile of ore ready to be processed. The Sand Queen Gold Mine is a high grade underground project which has been re-developed as a producing mine over the last two years. The Company’s joint venture partner, Reed Resources Ltd, has carried out significant exploration on the mining leases on which the Sand Queen Gold Mine is situated. Indicated and Inferred resources identified to date include 360,200 tonnes at an average of 12 g/t. Three parcels of mainly development ore have been processed at the toll treatment facility and subsequently sold. Recovered ounces totalled, 643ozs, 1,006ozs and 1,529ozs respectively. Our share was 50% less a 2% royalty resulting in net revenue to the Company of $611,602. New development on the 3 level continues to open up stoping blocks thereby enabling the extraction of anticipated higher grade ore tonnage in subsequent milling parcels. Under the terms of the Joint Venture interest being acquired, the Company is responsible for all costs of developing and mining of the ore. Reed Resources Ltd is responsible for all transport and treatment costs as well as tenement management. If 25,000 ounces of gold is recovered by May 2009 then the Company will have earned and be registered as 50% owner of the Joint Venture tenements. The project is described in greater detail in the Company and Project Overview section and the Independent Geologist’s Report. Risks of exploration, development, mining and treatment are addressed in further detail in the Risks section. The Board brings together technical and corporate experience in the fields of mining, exploration and project evaluation. The Board has experience in running public companies in a cost effective manner to ensure that maximum benefit is gained from company funds. Day-to-day mining and development will be carried out by Westralmen Pty Ltd. The personnel of Westralmen Pty Ltd are currently working at the Sand Queen Gold Mine. Corporate management activities will be carried out by David Hatch as managing director and, where necessary, the Board as a whole. The Company will be actively reviewing and assessing other projects. The Company is seeking to raise $6,000,000 at Full Subscription. Details of our interest in the Comet Vale Joint Venture, our proposed activities and the investment risks are contained in this Prospectus. Please study this document carefully and seek professional advice if necessary to make an informed decision. On behalf of the Directors, I commend this Offer to you and look forward to welcoming you as a Shareholder in the Company. Yours sincerely John Morris Chairman Kingsrose Mining Limited Page 3
Page 1 and 2: Kingsrose Mining Limited ABN 49 112
Page 3: Table of Contents Section 1 Key Poi
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 and 42: Under the terms of an asset sale ag
Page 43 and 44: APPENDIX 1 ASSETS BEING ACQUIRED AN
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
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2.1 Western Australia Tenements in
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included a revised threshold test f
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• Compensation may have to be agr
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Notes: 1. The tenement is subject t
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expenditure will be borne by the pa
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Section 12 Additional Information 1
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Rights on Winding Up Subject to the
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Early Redemption by Noteholder The
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Section 13 Director’s Responsibil
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Application This Application Form r
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Application This Application Form r
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Airleg miner boring a level drive f
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Prospectus - Kingsrose Mining

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