Prospectus - Kingsrose Mining

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Section 9 Investigating Accountant’s Report 31 August 2007 Unaudited $ $ 8. TRADE AND OTHER PAYABLES CURRENT Trade Creditors 201,732 201,732 Unsecured loan – JW Phillips 1,212,825 - Accruals 114,777 114,777 Provision for employee benefits 7,000 7,000 1,536,334 323,509 NON CURRENT Unsecured loans 2,868,647 - The current unsecured loan of $1,212,825 is proposed to be satisfied in the proforma unaudited accounts through the issue of 6,000,000 convertible notes of 20c each for a total of $1,200,000 and repayment of $12,825 in cash. The non current unsecured loans of $2,868,647 are proposed to be satisfied in the proforma unaudited accounts through: • the issue of 6,250,000 fully paid ordinary shares to Airedale (Asia) Limited 1,250,000 • the issue of 5,000,000 convertible notes of 20c each to Airedale (Asia) Limited 1,000,000 • cash repayment 618,647 2,868,647 9. FINANCIAL LIABILITIES CURRENT Bank equipment loans 181,218 - Less unexpired changes (12,202) - 169,016 - NON CURRENT Bank equipment loans 85,682 - Less unexpired changes (3,486) - 82,196 - Unaudited Proforma 31 August 2007 Unaudited Page 50
$ $ 10. CONVERTIBLE NOTES – UNSECURED 11,000,000 Convertible notes – unsecured of 20c each - 2,200,000 The convertible notes proposed to be issued will be for a term of 30 months from the date of issue and bear interest at the rate of 6% per annum payable annually in arrears. Each convertible note can be converted into one fully paid ordinary share in the company at any time on or before the redemption date at the option of the noteholder. Any convertible notes not converted by the redemption date will at the option of the Company be redeemed for cash at the rate of 20c per convertible note or converted to shares on the basis of one fully paid ordinary share in the company for each 20c convertible note on issue. 11. ISSUED CAPITAL Issue of 20 ordinary fully paid shares on incorporation 6 January 2005 20 20 Proposed issue of 20,000,000 ordinary fully paid shares to be issued to KRM (WA) Pty Ltd as trustee for the <strong>Kingsrose</strong> Unit Trust as per asset sale agreement 10,000 10,000 Issue of seed capital of 8,800,000 ordinary fully paid shares on 3 October 2007 for cash - 63,000 Proposed issued of 30,000,000 ordinary fully paid shares for cash - 6,000,000 Proposed issue of 6,250,000 ordinary fully paid shares to Airedale (Asia) Limited for loan conversion - 1,250,000 10,020 7,323,020 Less estimated costs of issue Cash - (400,000) Contributed equity 10,020 6,923,020 Page 51
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 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: Unaudited Proforma 31 August 2007 U
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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