Prospectus - Kingsrose Mining

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Section 10 Solicitor’s Report FAIRWEATHER & LEMONIS Barristers & Solicitors 30 October 2007 The Directors Kingsrose Mining Limited Suite 3 16 Kearns Crescent APPLECROSS WA 6153 Dear Sirs SOLICITOR’S REPORT ON WESTERN AUSTRALIAN TENEMENTS This Solicitor’s Report (the “Report”) is prepared for inclusion in a Prospectus to be dated on or about 31 October 2007 (“Prospectus”) for the issue by Kingsrose Mining Limited (the “Company”) of 30,000,000 Shares at an issue price of 20 cents per Share. The Report relates to 2 mining leases and 1 miscellaneous licence in Western Australia (the “Tenements”), details of which are set out in the attached tenement schedule - Schedule 1 (“Tenement Schedule”) and summaries of the material agreements (“Material Agreements”) relevant to acquiring an interest in the Tenements as set out in the attached Schedule 2 (“Material Tenement Agreements Schedule”), which forms part of this Report. Words and expressions that are defined in this Prospectus have the same meanings when used in this Report, unless the contrary intention is expressed. 1. SEARCHES OF THE TENEMENTS We have caused to be conducted the following searches at or obtained the following reports from the relevant Western Australian or Commonwealth government departments: (a) Tenements searches of the Tenements conducted on 19 September 2007; (b) (c) “Quick Appraisal” reports summarising information available on the Western Australian “TENGRAPH” system to determine native title claims upon the Tenements were obtained on 19 and 20 September 2007; and a search of the Register of Native Title Claims maintained by the National Native Title Tribunal in respect of registered native title claims upon the Tenements which were conducted on 20 September 2007. On the basis of the searches, materials and information supplied to us by the Company, subject to our qualifications set out below, we consider that this Report provides an accurate statement of the status of the Tenements as at the date on which they were searched and the Company’s interest in the Tenements as at the date of this Report. 2. TENEMENTS GENERALLY The Tenements comprise of mining leases and a miscellaneous licence granted under the Mining Act 1978 (WA). Details are provided in the Tenement Schedule. We provide below a brief summary of certain types of tenements in Western Australia. Page 52 The impact of native title on the Tenements is set out in section 3 below, however, assuming each government department complied with native title legislative requirements, we are of the opinion that each granted Tenement has been validly granted with respect to native title. The valid grant of any application for a tenement and which may be affected by native title will require compliance with the application provisions and processes of the native title legislation set out in section 3.
2.1 Western Australia Tenements in Western Australia are granted subject to various conditions prescribed by the Mining Act 1978 (WA), including payment of rent, expenditure and reporting requirements and each tenement is granted subject to standard conditions which regulate the holder’s activities or are designed to protect the environment. These standard conditions are not detailed in this Report. The holder of a granted prospecting licence, exploration licence or mining lease is required to spend, or cause to be spent, a set amount per hectare or, in the case of exploration licences, per block in each tenement year on exploration or mining activities and a “Form 5” expenditure report must be lodged within 60 days after the anniversary date of the mining tenement. The Tenement Schedule sets out the details of the current minimum expenditure obligations for each granted Tenement. The Company may apply for exemption from compliance with the minimum expenditure requirements on certain grounds set out in section 102(2) of the Mining Act 1978 (WA) or at the discretion Minister. A failure to comply with the expenditure requirements renders the mining tenement open to forfeiture. The holder of a mining tenement wishing to access private land or certain areas within a pastoral lease may have to agree the terms of compensation for the rights to access and work the land. We express no opinion on whether such arrangements are required or have been obtained. 2.2 Prospecting Licences A prospecting licence entitles the holder, to the exclusion of others, to explore for minerals in the area of the licence but not to conduct commercial mining. A prospecting licence may cover a maximum area of 200 hectares and remains in force for up to 4 years but does not include a right of renewal. The holder of a prospecting licence has the right to apply for one or more mining leases over any of the land the subject of the prospecting licence prior to the expiry of the prospecting licence. A prospecting licence, subject to a conversion application to a mining lease, remains in force pending the determination of the application for that mining lease. There is no restriction on the assignment of a prospecting licence. 2.3 Exploration Licences An exploration licence entitles the holder, to the exclusion of others, to explore for minerals in the area of the licence but not to conduct commercial mining. The maximum area of an exploration licence in Western Australia is 70 graticular blocks (between 196 and 231 square kilometres depending on the latitude). An exploration licence remains in force for up to 5 years and may be extended in certain circumstances by 2 further periods of 1 or 2 years on application. The prescribed circumstances where the Minister is satisfied that delays or difficulties in carrying out an exploration program or the marking-out of a mining lease could not be undertaken, completed or was subject to impracticable conditions. In exceptional circumstances, the Minister may extend the term for an additional further period or periods of 1 year. An exploration licence remains in force pending a decision to extend its term. If an extension of term is granted then the minimum annual expenditure is increased as follows: (a) (b) to $50,000 during the 6 th and 7 th years; and to $100,000 during the 8 th , 9 th and any subsequent years. An exploration licence is subject to statutory relinquishment of not less than half of the blocks at the expiration of the third year of the five year term. At the end of the fourth year half of the remaining blocks must also be relinquished. The holder of an exploration licence has the right under the Mining Act 1978 (WA) to peg and apply for one or more mining leases over any of the land the subject of the licence prior to the expiry of the licence. That part of an exploration licence, subject to a conversion application to a mining lease, remains in force pending the determination of that mining lease. An exploration licence can only be assigned during the first year of its term with Ministerial approval. Page 53
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 and 52: Unaudited Proforma 31 August 2007 U
Page 53: $ $ 10. CONVERTIBLE NOTES - UNSECUR
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
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Prospectus - Kingsrose Mining

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