Prospectus - Kingsrose Mining

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Section 14 Glossary Where the following terms are used in this Prospectus they have the following meanings: Applicant means a person who submits a valid Application Form pursuant to this Prospectus. Application means a valid application made on an Application Form to subscribe for Shares pursuant to this Prospectus. Application Form means the application form attached to this Prospectus. Application Money means money received by the Company with the Application Form. Asset Sale Agreement means the asset sale agreement between the Kingsrose Unit Trust and the Company as summarised in Schedule 2 to the Solicitor’s Report. ASIC means the Australian Securities & Investments Commission. ASX means the ASX Limited ACN 008 624 691. Board means the Board of Directors. Closing Date means the closing date for receipt of Application Forms under this Prospectus, estimated to be 5.00pm WST on 29 November 2007 or an amended time as set by the Board. Comet Vale Joint Venture means the project comprising mining leases M29/52 and M29/321 and or Joint Venture miscellaneous licence L29/67. Comet Vale Tenements means M29/00085, M29/00185, M29/00186, M29/00270, M29/00035, M29/00197, M29/00198, M29/00199, M29/00200, M29/00201, M29/00232, M29/00233, M29/00235, E29/00614, P29/01764, E29/00603, E29/00670. Company or Kingsrose means Kingsrose Mining Limited ABN 49 112 389 910. Constitution means the constitution of the Company. Convertible Notes means the convertible notes issued by the Company on the terms set out in section 12.5. Corporations Act means the Corporations Act 2001 (Cth). Director means a director of the Company. Dollar or $ means Australian dollars unless otherwise stated. Full Subscription means the amount to be raised under this Prospectus being $6,000,000. Independent Geologist means Geological Investigations Pty Ltd. Initial Tenements means mining leases M29/52 and M29/321 and miscellaneous licence L29/67. Joint Venture Agreement means the joint venture agreement as amended to which the Company and Reed Resources Limited will be bound as summarised in Schedule 2 to the Solicitor’s Report. JORC Code means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia. Kingsrose Unit Trust means KRM (WA) Pty Ltd ACN 125 569 440 as trustee for the Kingsrose Unit Trust. Listing Rules means the official listing rules of the ASX. Offer means an invitation made in this Prospectus to subscribe for Shares. Opening Date means 9 November 2007. Option means an option to subscribe for a Share. Prospectus means this Prospectus and includes the electronic prospectus. Sand Queen Gold Mine means the mine located in the Comet Vale Joint Venture. Share means a fully paid ordinary share in the Company. Shareholder means the registered holder of Shares in the Company. WST means Western Standard Time, Perth, Western Australia. Page 70
Application This Application Form relates to the issue of Shares in Kingsrose Mining Limited at 20 cents per Share pursuant to a Prospectus dated 1 November 2007. The expiry date of the Prospectus is the date which is 13 months after the date of the Prospectus. The Prospectus contains information about investing in the Shares of the Company and it is advisable to read this document before applying for Shares. A person who gives another person access to this Application Form must at the same time and by the same means give the other person access to the Prospectus, and any supplementary prospectus (if applicable). While the Prospectus is current, the Company will send paper copies of the Prospectus, and any supplementary prospectus (if available) and an Application Form, on request and without charge. Number of Shares applied for: Broker Stamp Application moneys at 20 cents per Share: $ Title Given Names/Company Name Surname/ACN Joint applicants or account designation _________________________________________________________________________________________ _________________________________________________________________________________________ Postal Address City/Town State Postcode Contact Name Daytime Contact No. Email contact CHESS Details: PID HIN Tax File No/Exemption Category Applicant 1 Applicant 2 Applicant 3 Payment Details Drawer Bank Branch Amount _______________________________ ____________________ ________________ $_____________ _______________________________ ____________________ ________________ $_____________ DECLARATION By lodging this Application Form and a cheque for the Application money the Applicant hereby: a) applies for the number of Shares specified in the Application Form or such lesser number as may be allocated by the Directors; b) agrees to be bound by the Constitution of the Company; and c) authorises the Directors to complete or amend this Application Form where necessary to correct any errors or omissions. Page 71
Page 1 and 2:
Kingsrose Mining Limited ABN 49 112
Page 3 and 4:
Table of Contents Section 1 Key Poi
Page 5 and 6:
Section 2 Chairman’s Letter Dear
Page 7 and 8:
Application of Proceeds at Full Sub
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
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 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
Page 71: Section 13 Director’s Responsibil
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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