Prospectus - Kingsrose Mining

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Section 10 Solicitor’s Report determines whether the act can be done, not done or done subject to conditions. A right then exists for a State or Territory Minister to overrule the determination of the arbitral body if it considers it to be in the interest of the State or Territory. The Native Title Act authorises the entering of Indigenous Land Use Agreements (“ILUAs”), which provide for Native Title claimants or holders and the grantee party to enter into agreements, which once registered at the NNTT, can serve to validate tenements that have already been granted and that may be invalid. ILUAs can also be used to obtain the Native Title claimant’s or holder’s consent to the granting of current tenement applications and to obtain the Native Title claimants or holders consent for future tenement applications within a certain area. Similarly, the grantee party and Native Title claimant groups can negotiate and enter into agreements covering heritage protocols for exploration and/or mining, which will facilitate the grant of tenement applications. Such agreements are not registered under the Native Title Act but serve more as a contract between the mining company and the relevant Aboriginal group. 4. ABORIGINAL HERITAGE AND ABORIGINAL SITES 4.1 Commonwealth There is Commonwealth heritage legislation, the Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) (“National Heritage Act”), which applies to the Tenements. The Act is aimed at the preservation and protection of significant Aboriginal areas and objects through their use in a manner inconsistent with Aboriginal traditions. There may be sites of Aboriginal heritage or significance that are subject to such legislation that are located on the land on which the Tenements are situated. This may affect exploration or mining activities on the Tenements. In respect of any Aboriginal sites or places of Aboriginal heritage that are on the Tenements or may be identified on the Tenements, the Company will need to ensure that any interference with Aboriginal sites is in strict conformity with the provisions of the National Heritage Act. 4.2 Western Australia The Aboriginal Heritage Act 1972 (WA) also applies to the Tenements (“WA Heritage Act”). This Act makes it an offence to alter or damage an Aboriginal site or object on or under an Aboriginal site. An ‘Aboriginal site’ is defined to include any sacred, ritual or ceremonial site which is of importance and special significance to persons of Aboriginal descent. Although the WA Heritage Act states that the Minister has a duty to keep a record of Aboriginal sites, there is no requirement for an Aboriginal site to be registered in any public manner or, indeed, in any way acknowledged as an Aboriginal site for it to qualify as an Aboriginal site for the purposes of the WA Heritage Act. We have not undertaken searches to ascertain if any Aboriginal sites have been registered in the vicinity of the Tenements under either the National Heritage Act or the WA Heritage Act as there is no obligation to register sites and in any event the exact location of the sites is not ascertainable from such searches. In respect of any Aboriginal sites or places of Aboriginal heritage that are on the Tenements or may be identified on the Tenements, the Company may need to ensure that any interference with Aboriginal sites is in strict conformity with the provisions of the WA Heritage Act and the National Heritage Act. Page 56 5. QUALIFICATIONS Our Report is based on, and subject to, the assumptions and qualifications set out below and as otherwise specified elsewhere in this Report: • We have relied upon information provided by third parties, including government departments and have relied upon that information being accurate, complete and up to date as at the date of its receipt. • References to areas in the Tenement Schedule are taken from the searches and we have not yet verified the accuracy of such areas. We have not conducted positioning and spacial searches of the Tenements on the “TENGRAPH” system to determine the exact areas of the Tenements or the locations of any limitations or excisions upon the Tenements.
• Compensation may have to be agreed and/or paid to the owner and occupier of private land situated within the Tenements and we express no opinion whether such arrangements are in place or need to be put into place. • We cannot comment on any agreements that are not registered as a dealing, encumbrance or otherwise noted in the searches of the Tenements. • Native Title or Aboriginal heritage sites or objects may exist in the areas covered by the Tenements. We have conducted searches to ascertain what Native Title claims, if any, have been registered over these areas, but we have not conducted any independent investigations regarding the likely existence or nonexistence of Native Title, Aboriginal heritage sites or objects. • Where Ministerial consent is required in relation to the Tenements or to the transfer the Tenements, we express no opinion as to whether such consent will be granted, or the consequences of consent being refused, although we are not aware of any matter which would cause consent to be refused. • We have assumed that the other than as may otherwise be noted in our Report the Tenement holders and the Company (where appropriate) have complied with all applicable provisions of the Mining Act 1978 (WA), and all other legislation or regulations relating to the Tenements and we note that the interest or rights of the Company in relation to the Tenements is subject to the current registered holders or the Company as the case may be, continuing to comply with all the applicable provisions of the Mining Act 1978 (WA), and other legislation or regulations relating to the Tenements and any conditions specifically applicable to the Tenements. We express no opinion on any compliance not disclosed on the face of the searches conducted for the purposes of this Report. • We have assumed that all instructions or information which we have received from the Company or any of its officers, agents, or representatives is accurate and complete in all respects. • This Report relates solely to the laws of Western Australia, to the extent applicable to the Tenements. We do not express or imply any opinion on, and have made no investigation of the laws of any other jurisdiction. 6. CONSENT Fairweather & Lemonis consent to being named in the Prospectus as being responsible for the preparation of this Report. Except for this Report, Fairweather & Lemonis: (a) (b) (c) (d) has not authorised or caused the issue of the Prospectus; is not responsible for any matter included in or omitted from this Prospectus; makes no representation or warranty, either express or implied, with respect to the accuracy or completeness of the information contained in the Prospectus; and disclaims liability to any persons in respect of any statement included in or omitted from the Prospectus. This Report is made solely for the benefit of the Company and its Directors in connection with the issue of the Prospectus and it is not to be relied on or disclosed to any other person or used for any other purpose without prior written consent. Yours faithfully FAIRWEATHER & LEMONIS Page 57
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 and 54: $ $ 10. CONVERTIBLE NOTES - UNSECUR
Page 55 and 56: 2.1 Western Australia Tenements in
Page 57: included a revised threshold test f
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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