Prospectus - Kingsrose Mining

Early Redemption by Noteholder
The noteholder may only redeem the Convertible Notes in minimum parcels of 5,000 prior to the redemption
date where:
(a)
(b)
(c)
there is non-payment of interest and the default is not remedied within 7 days of issue of a default
notice by the noteholder;
the Convertible Notes cannot be converted without breaching the law; or
a liquidator is appointed to the Company.
Rights of Shares Issued on Conversion
Shares issued on conversion are to rank equally with all other Shares in the Company.
Company’s election to convert at Redemption Date
The Company may at its absolute discretion cause the moneys payable to the noteholder to be converted to
Shares at the redemption date rather than being redeemed.
Voting Rights
A Convertible Note does not carry any voting rights until it is converted.
Participation Rights and Capital Events
Prior to conversion the Noteholder is not entitled to participate in any rights issue, any return of capital,
bonus issue or any reconstruction of the issued capital of the Company. However, a proportionate adjustment
will be made for any of these capital events to the number and/or issue price of Shares to which the noteholder
is entitled upon conversion of the Convertible Notes to ensure that the value of the Convertible Notes is, as far
as practicable, the same as it would have been had the capital event not occurred.
12.6 Director Protection Deeds
The Company will enter into Director Protection Deeds (“Deed”) with each Director. Under the Deed, the
Company indemnifies the Director to the maximum extent permitted by law and the Constitution against legal
proceedings, damage, loss, liability, cost, charges, expense, outgoings or payment (including legal expenses
on a solicitor/client basis) suffered, paid or incurred by the officers in connection with the Director being an
officer of the Company, the employment of the Director with the Company or a breach by the Company of its
obligations under the Deed.
Pursuant to the Deed, the Company may insure the Directors against liability and must provide access to all
Board documents both while a person is a Director and after that person ceases to be a Director to the extent
relevant to defending any claim brought against the Directors in their capacity as officers of the Company.
12.7 Company Tax Status and Financial Year
The Company will be taxed in Australia as a public company. The financial year of the Company ends on 30
June annually.
12.8 Dividend Policy
The Company does not intend to pay dividends on securities for the year ending 30 June 2008.
Any future determination as to the payment of dividends by the Company will be at the discretion of the
Directors and will depend upon matters such as the availability of distributable earnings, the operating results
and financial condition of the Company, future capital requirements, general business and other factors
considered relevant by the Directors. No assurances in relation to the payment of dividends, or the franking
credits attached to such dividends, can be given.
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