Prospectus - Kingsrose Mining

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Section 3 Investment Overview 3.1 Important Notice This section is not intended to provide full information for investors intending to apply for Shares offered under this Prospectus. This Prospectus should be read and considered in its entirety. 3.2 Key Offer Statistics Offer Price per Share 20 cents Existing Shares 8,800,020 Shares to be issued to the Kingsrose Unit Trust 20,000,000 Shares to be issued to Airedale (Asia) Limited 6,250,000 Shares Offered under this Prospectus 30,000,000 Total Issued Shares at listing on ASX 65,050,020 Market Capitalisation upon Shares at Offer Price $13,010,004 There are 5,500,000 unlisted Options on issue and there will also be 11,000,000 unlisted Convertible Notes on issue with a face value of 20 cents per note. Please refer to sections 12.4 and 12.5 of the Prospectus. 3.3 Indicative Timetable Prospectus lodged with ASIC 1 November 2007 Opening Date 9 November 2007 Estimated Closing Date 29 November 2007 Expected despatch of Holding Statements 4 December 2007 Securities issued under Asset Sale Agreement and associated debt conversion agreements 5 December 2007 Expected date for Quotation of Shares on ASX 14 December 2007 The above dates are indicative only and may change without notice. The Company reserves the right to extend the Closing Date and the Offer or close the Offer early without notice. Applicants are encouraged to apply as soon as possible after the Offer opens. 3.4 Objectives The objectives of the Offer are to: (a) (b) (c) (d) (e) fund a 2 year program to develop and mine the Sand Queen Gold Mine for the Joint Venture; provide general working capital which may be applied in undertaking a review of any further resource projects that meets the Company’s strategy as detailed in section 5; fund corporate administration costs; pay the costs of the Prospectus process; and repay debt. 3.5 Use of Proceeds and Funds The Company intends to use cash on hand at 31 August 2007, the proceeds of gold sales, and the funds raised from the Offer broadly as follows: Funds Available Cash at Bank at 31 August 2007 plus seed capital $230,741 Proceeds from sales of existing gold inventory (1) $611,602 Funds from this Offer $6,000,000 Total Funds Available $6,842,343 Page 4
Application of Proceeds at Full Subscription Two year development budget (2) $2,511,605 Repayment of previous Joint Venture liabilities (3) $631,472 Mining contact services payments to Westralmen Pty Ltd (4) $836,000 Two year corporate administration costs $600,000 Director salaries for two years $860,000 Two year convertible note investment payments (5) $264,000 Costs of the Offer (6) $400,000 Repayment to bank of equipment loan $251,212 Stamp duty on Asset Sale Agreement $144,000 General Working Capital $344,054 Total $6,842,343 The actual expenditures may vary from the above estimates and the Board reserves the right to appropriately vary the expenditures dependent on circumstances and other opportunities. (1) In relation to its Joint Venture interest the Company has received net sales of $611,602 from the sale of existing gold inventory from the Sand Queen Gold Mine produced mainly from ore mined during development after payment of a 2% royality. (2) The two year development budget is itemised by the Independent Geologist in his report at section 8. (3) See section 4.4 (f) in the Investigating Accountants Report. (4) As set out in section 11 the annual services fee payable to Westralmen Pty Ltd for mining services is $418,000. (5) Interest of 6% per annum is payable on the face value of the Convertible Notes,which face value totals $2,200,000. (6) The costs of the Offer assumes a commission fee of $300,000 being 5% on $6,000,000. 3.6 Working Capital On successful completion of the Offer with at least Full Subscription, the Company will have enough working capital to carry out the objectives stated in this Prospectus. 3.7 Capital Structure The capital structure of the Company will be: Shares Existing Shareholders 8,800,020 Shares to be issued to the Kingsrose Unit Trust (1) 20,000,000 Shares to be issued to Airedale (Asia) Limited (2) 6,250,000 Shares under this Prospectus 30,000,000 Total Shares 65,050,020 Convertible Notes (Unlisted) JW Phillips (3) 6,000,000 Airedale (Asia) Limited (3) 5,000,000 Total Convertible Notes 11,000,000 Options (Unlisted) Options to Director’s and Company Secretary (4) 5,500,000 Total Options 5,500,000 Page 5
Page 1 and 2: Kingsrose Mining Limited ABN 49 112
Page 3 and 4: Table of Contents Section 1 Key Poi
Page 5: Section 2 Chairman’s Letter Dear
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
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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
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
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Section 13 Director’s Responsibil
Page 73 and 74:
Application This Application Form r
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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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