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Prospectus - Kingsrose Mining

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Section 12<br />

Additional Information<br />

12.1 Interests of Directors<br />

Other than as set out below or elsewhere in this <strong>Prospectus</strong>, no Director or proposed Director holds at the date<br />

of this <strong>Prospectus</strong>, or held at any time during the last two years before the date of lodgment of this <strong>Prospectus</strong><br />

with ASIC, any interest in:<br />

(a) the formation or promotion of the Company; or<br />

(b) any property acquired or proposed to be acquired by the Company in connection with its formation or<br />

promotion of the Company or the Offer; or<br />

(c) the Offer;<br />

and no amounts have been paid or agreed to be paid by any person and no benefits have been given or agreed<br />

to be given by any person:<br />

(d) to a Director or proposed Director to induce him or her to become, or to qualify as, a Director; or<br />

(e) for services provided by a Director or proposed Director in connection with the formation or promotion<br />

of the Company or the Offer.<br />

Holdings of Directors<br />

As at the date of this <strong>Prospectus</strong> the Directors have a relevant interest in securities as set out in the table<br />

below:<br />

Director Shares Options Convertible Notes<br />

John Morris 0 1,000,000 0<br />

Michael Andrews 0 1,000,000 0<br />

James William Phillips 26,250,000 0 11,000,000<br />

David Hatch 3,000,000* 3,000,000 0<br />

* Mr Hatch has entered into an agreement with the <strong>Kingsrose</strong> Unit Trust, a trust associated with Mr Phillps,<br />

to have 3,000,000 Shares transferred to him from the <strong>Kingsrose</strong> Unit Trust at the end of any escrow period<br />

imposed by the ASX upon such Shares. The agreement is conditional on Mr Hatch serving as a full time<br />

employee of the Company for 2 years.<br />

The Directors are not required to hold any Shares in the Company under the Constitution.<br />

The Directors reserve the right to subscribe for Shares under this Offer.<br />

Remuneration of Directors<br />

Mr Hatch has entered into a Employment Agreement with the Company. This agreement is summarised at<br />

section 11. Mr Hatch will not be paid a separate Director’s fee.<br />

Mr Morris will be paid a Director’s fee as chairman of $40,000 per annum plus statutory superannuation.<br />

Dr Andrews will be paid a Director’s fees of $20,000 per annum. Mr Phillips will be paid a Director’s fee of<br />

$20,000 per annum.<br />

No Director has received any fees from the Company in the last 2 years prior to the date of this <strong>Prospectus</strong>.<br />

Directors may be paid reasonable expenses incurred by them on business of the Company.<br />

12.2 Interests of Experts and Advisors<br />

Except as disclosed in this <strong>Prospectus</strong>, no expert, promoter or any other person named in this <strong>Prospectus</strong><br />

as performing a function in a professional advisory or other capacity in connection with the preparation<br />

or distribution of the <strong>Prospectus</strong>, nor any firm in which any of those persons is or was a partner nor any<br />

company in which any of those persons is or was associated with, has now, or has had, in the two year period<br />

ending on the date of this <strong>Prospectus</strong>, any interest in:<br />

(a) the formation or promotion of the Company; or<br />

(b) property acquired or proposed to be acquired by the Company in connection with its formation or<br />

promotion or the Offer; or<br />

Page 63

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