Prospectus - Kingsrose Mining

Rights on Winding Up
Subject to the rights of members (if any) entitled to shares with special rights in a winding up, all moneys and
property that are to be distributed amongst members on a winding up, shall be distributed in proportion to the
shares held by them.
Transfer of Shares
Subject to the Constitution of the Company, the Corporations Act, the Listing Rules and any other applicable
law of Australia, Shares are freely transferable.
Variation of Rights
The rights, privileges and restrictions attaching to shares of a class, can be altered, with the approval of a
special resolution passed at a separate general meeting of the holders of shares of that class, (being a three
quarters majority of those holders who, being entitled to do so, vote at that meeting) or with the written
consent of the holders of at least three quarters of that class of share on issue. Any variation is subject to the
provisions of the Corporations Act.
Creation and Issue of Further Shares
The issue and allotment of any additional shares is under the control of the Directors, and, subject to any
restriction on the issue and allotment of shares imposed by the Constitution of the Company, the Corporations
Act, the Listing Rules or as may be directed by the members of the Company at a general meeting, the
Directors may issue and allot such shares on such terms and conditions and with such rights and privileges as
they deem fit.
Predominance of Listing Rules
If the Company is admitted to trading on the official list of the ASX, then despite anything in the Constitution,
if the Listing Rules prohibit an act being done, the act must not be done. Nothing in the Constitution
prevents an act being done that the Listing Rules require to be done. If the Listing Rules require an act to be
done or not to be done, authority is given for that act to be done or not to be done (as the case may be). If
the Listing Rules require the Constitution to contain a provision and it does not contain such a provision, the
Constitution is deemed to contain that provision. If the Listing Rules require the Constitution not to contain
a provision and it contains such a provision, the Constitution is deemed not to contain that provision. If a
provision of the Constitution is inconsistent with the Listing Rules, the Constitution is deemed not to contain
that provision to the extent of the inconsistency.
12.4 Rights Attaching to Management Options and Future Entitlements Options
The Company has issued 5,500,000 Options to management being 3,000,000 to David Hatch as Managing
Director, 1,000,000 to John Morris as a Director, 1,000,000 to Michael Andrews as a Director and 500,000
to Jeannette Smith, or her nominee, as Company Secretary. The key terms of these Options are they have an
exercise price of 25 cents each, an expiry date of 31 December 2012, are freely transferable and will not be
listed.
The Company also intends to undertake an entitelements Option issue in the future in accordance with
section 3.8 of this Prospectus. The key terms of these future Options are they have an exercise price of 20
cents each, an expiry date of 31 December 2012, are freely transferable and will be sought to be listed.
Otherwise the material terms of the Options will be in terms of the following:
(a) Each Option entitles the holder to one (1) Share.
(b) The Options are exercisable at any time prior to the expiry date.
(c)
The Company will provide to each Option holder a notice that is to be completed when exercising
the Options (Notice of Exercise). The Options may be exercised wholly or in part by completing
the Notice of Exercise and delivering it together with payment to the secretary of the Company to be
received any time prior to the expiry date. The Company will process all relevant documents received at
the end of every calendar month.
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