Prospectus - Kingsrose Mining

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Section 11 Material Contracts Set out below is a summary of the contracts to which the Company is a party which may be material in terms of this Prospectus and which are not otherwise summarised in Schedule 2 to the Solicitor’s Report. That schedule summarises the Joint Venture Agreement and other agreements which are material agreements relating to the Company’s interest in the Joint Venture tenements. To fully understand all rights and obligations of a material contract it would be necessary to review each contract in full and the summaries below should be read in that light. Mining Contract Services Agreement In September 2007, the Company entered into a mining services agreement with Westralmen Pty Ltd, Darren Phillips and Michael Green by which Westralmen Pty Ltd agreed to perform mining services for the Company and further agreed to procure Darren Phillips and Michael Green to provide these services for a period of 24 months. At the conclusion of the 24 month period, the parties may agree to negotiate in good faith with a view to extending the term of the agreement on mutually agreeable terms. In consideration of Westralmen Pty Ltd performing the mining services, the Company will pay Westralmen Pty Ltd a services fee of $418,000 per annum inclusive of GST in equal instalments monthly in arrears. Westralmen Pty Ltd is solely responsible for all taxes incurred or payable in respect of the services fee it will receive from the Company. The services that Westralmen Pty Ltd will provide to the Company includes managing all aspects of the conduct of mining operations on the Joint Venture tenements, preparing and submitting expenditure proposals and work programs, maintaining all mining equipment, reporting to the Company in respect of the progress of the services and preparing and submitting any reports relating to the mining services as the Company requires. Under the terms of the agreement, the Company will effect and maintain all insurances required by all applicable laws in respect of the mining services. Westralmen Pty Ltd, Darren Phillips and Michael Green jointly and severally indemnify and keep indemnified the Company and its personnel, from all losses and claims arising from a breach by Westralmen Pty Ltd, Darren Phillips or Michael Green of their obligations under the agreement or any negligent act or omission or wilful misconduct arising out of their performance of the agreement. By the agreement, the Company may issue directions in connection with any aspect of the mining services to Westralmen Pty Ltd, Darren Phillips and Michael Green and may also issue a default notice if any term of the Agreement is breached by Westralmen Pty Ltd, Darren Phillips and Michael Green or an insolvency event occurs in relation to Westralmen Pty Ltd and continues for a period of 21 days. Westralmen Pty Ltd may not assign or subcontract all or part of its rights, benefits or interests under the agreement without obtaining prior written consent from the Company. The agreement is governed by the laws of Western Australia. Managing Director’s Employment Agreement The Company has entered into an employment agreement with David Hatch as managing director. By the agreement Mr Hatch is employed as the managing director to manage the day to day activities of the Company subject to and in accordance with the control and supervision of the Board. The engagement of Mr Hatch under the agreement is for a period of 3 years commencing on the date on which the Shares of the Company are listed for quotation on the ASX. The parties may extend the term of the agreement by mutual agreement subject to a satisfactory performance review by the Board. During the employment of Mr Hatch, the Company may terminate the employment upon limit events akin to misconduct or incapacity provided the Company has given Mr Hatch 3 months notice in writing. Additionally, either party may terminate the agreement without cause by providing the other party not less than 6 months written notice. Mr Hatch’s remuneration will consist of a salary of $300,000 per annum base salary plus statutory superannuation of 9%. Mr Hatch will be provided with use of a company motor vehicle to the value of $25,000 per annum. Additionally, Mr Hatch has been issued with 3,000,000 Options with an exercise price of 25 cents and an expiry date of 31 December 2012. Otherwise, the terms of the Options are set out in section 12.4 of this Prospectus. Mr Hatch will not be paid a separate director’s fee for serving on the Board. The base salary of Mr Hatch will be reviewed every 12 months from the commencement date or as otherwise agreed between the parties. The base salary will be reviewed to an amount agreed in writing by the parties or if no agreement is reached as to such an amount, the base salary will be increased by the same percentage as the percentage increase in the consumer price index Sydney all groups table. The agreement is governed by the laws of Western Australia. Page 62
Section 12 Additional Information 12.1 Interests of Directors Other than as set out below or elsewhere in this Prospectus, no Director or proposed Director holds at the date of this Prospectus, or held at any time during the last two years before the date of lodgment of this Prospectus with ASIC, any interest in: (a) the formation or promotion of the Company; or (b) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the Company or the Offer; or (c) the Offer; and no amounts have been paid or agreed to be paid by any person and no benefits have been given or agreed to be given by any person: (d) to a Director or proposed Director to induce him or her to become, or to qualify as, a Director; or (e) for services provided by a Director or proposed Director in connection with the formation or promotion of the Company or the Offer. Holdings of Directors As at the date of this Prospectus the Directors have a relevant interest in securities as set out in the table below: Director Shares Options Convertible Notes John Morris 0 1,000,000 0 Michael Andrews 0 1,000,000 0 James William Phillips 26,250,000 0 11,000,000 David Hatch 3,000,000* 3,000,000 0 * Mr Hatch has entered into an agreement with the Kingsrose Unit Trust, a trust associated with Mr Phillps, to have 3,000,000 Shares transferred to him from the Kingsrose Unit Trust at the end of any escrow period imposed by the ASX upon such Shares. The agreement is conditional on Mr Hatch serving as a full time employee of the Company for 2 years. The Directors are not required to hold any Shares in the Company under the Constitution. The Directors reserve the right to subscribe for Shares under this Offer. Remuneration of Directors Mr Hatch has entered into a Employment Agreement with the Company. This agreement is summarised at section 11. Mr Hatch will not be paid a separate Director’s fee. Mr Morris will be paid a Director’s fee as chairman of $40,000 per annum plus statutory superannuation. Dr Andrews will be paid a Director’s fees of $20,000 per annum. Mr Phillips will be paid a Director’s fee of $20,000 per annum. No Director has received any fees from the Company in the last 2 years prior to the date of this Prospectus. Directors may be paid reasonable expenses incurred by them on business of the Company. 12.2 Interests of Experts and Advisors Except as disclosed in this Prospectus, no expert, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, nor any firm in which any of those persons is or was a partner nor any company in which any of those persons is or was associated with, has now, or has had, in the two year period ending on the date of this Prospectus, any interest in: (a) the formation or promotion of the Company; or (b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or Page 63
Page 1 and 2:
Kingsrose Mining Limited ABN 49 112
Page 3 and 4:
Table of Contents Section 1 Key Poi
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Section 2 Chairman’s Letter Dear
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Application of Proceeds at Full Sub
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4.4 Application for Shares Applicat
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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 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: expenditure will be borne by the pa
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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