Prospectus - Kingsrose Mining

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Section 3 Investment Overview (1) The 20,000,000 Shares to be issued to the Kingsrose Unit Trust is in accordance with the Asset Sale Agreement. (2) The issue of 6,500,000 Shares to Airedale (Asia) Limited at 20 cents per Share will be in satisfaction and discharge of a debt of $1,250,000 owing by the Company. (3) The issue of the Convertible Notes at a face value of 20 cents each will be in satisfaction and discharge of a debt owing by the Company to JW Phillips ($1,200,000) and Airedale (Asia) Limited ($1,000,000). The full terms of the Convertible Notes are set out in section 12.5. (4) The Options to be issued to the Directors and Company Secretary have an exercise price of 25 cents and an expiry date of 31 December 2012. The full terms of the Options are set out in section 12.4. 3.8 Future Entitlements Option Issue The Company intends to undertake a non-renounceable entitlements issue of Options to registered Shareholders at a time within 6 months of quotation of the Shares of the Company on the ASX. The Options are intended to be offered for subscription at a price of 0.5 cents (1/2 cent) each and on the basis of one (1) Option for every two (2) Shares held. The Options will be exercisable at 20 cents per Share and will expire on 31 December 2012. Full details of the terms of the Options are set out in section 12.4 of this Prospectus. At the same time as undertaking the entitlements issue, the Company intends to issue Options on the same terms and at the same subscription price to the holders of Convertible Notes on the basis of one (1) Option for every two (2) Convertible Notes held. This will result in the further issue of 5,500,000 Options. Section 4 Details of the Offer 4.1 The Offer By this Prospectus the Company offers 30,000,000 Shares at 20 cents each to raise $6,000,000 at Full Subscription. The Company does not reserve the right to accept oversubscriptions. The details of how to apply for Shares are set out below. 4.2 Minimum Subscription The minimum subscription under the Offer is $6,000,000. The Company will not issue any Shares pursuant to this Prospectus until the minimum subscription is satisfied. The Offer is not underwritten. Should the minimum subscription not be reached within 4 months from the date of this Prospectus, the Company will either repay the Application Moneys to the Applicants or issue a supplementary prospectus or replacement prospectus and allow Applicants one month to withdraw their Applications and be repaid their Application Moneys. No interest will be paid on these moneys. Page 6 4.3 Arrangements with Brokers There is no underwriter or sponsoring broker. The Company reserves the right to pay a 5% commission or placement fee (exclusive of goods and services tax) on all moneys received from valid Applications lodged and accepted by the Company and bearing the stamp of any licensed securities dealer or Australian financial services licensee. The costs of the Offer for the purposes of section 3.5 assumes a total broker commission or placement fee of $300,000 being 5% on all $6,000,000 received at Full Subscription under this Prospectus.
4.4 Application for Shares Applications for Shares by investors must be made using an Application Form. Payment for the Shares must be made in full at the issue price of 20 cents per Share. Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 5,000 Shares. Completed Application Forms and accompanying cheques must be mailed or delivered as follows: By Post: Advanced Share Registry Services PO Box 1156 Nedlands, Western Australia, 6909 By Delivery: Advanced Share Registry Services 110 Stirling Highway Nedlands, Western Australia, 6009 Cheques should be made payable to “Kingsrose Mining Limited – Offer Account” and crossed “Not Negotiable”. Completed Application Forms must reach the Share Registry by no later than the Closing Date. 4.5 Allocation and Allotment of Shares The Company reserves the right to allocate Shares in full for any Application, or to allocate any lesser number, or to decline any Application. Allotment of Shares will be made as soon as possible after the Closing Date. Where no allotment is made to an Applicant, the Application Money will be returned in full by cheque with the relevant Application Form within 14 days of the Closing Date. Where the number of Shares allotted is less than the number of Shares applied for, the surplus Application Moneys will be returned by cheque to the Applicant within 14 days of the Closing Date. Interest will not be paid on refunded Application Money. Pending the issue and allotment of Shares or payment of refunds pursuant to this Prospectus, all Application Money will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on such bank account and each Applicant waives the right to claim any such interest. It is the responsibility of Applicants to determine their allotment prior to trading in Shares. Applicants who sell Shares before they receive their holding statements will do so at their own risk. 4.6 ASX Listing The Company will apply to ASX within 7 days after the date of this Prospectus for quotation of the Shares offered by this Prospectus on ASX. If ASX does not grant permission for the quotation of the Shares offered under this Prospectus within 3 months after the date of this Prospectus, or such longer period as is permitted by the Corporations Act, none of the Shares offered by this Prospectus will be allotted or issued. In these circumstances, all Applications will be dealt with in accordance with the Corporations Act including the return of all Application Moneys without interest. A decision by ASX to grant official quotation of the Shares is not to be taken in any way as an indication of ASX’s view as to the merits of the Company or of the Shares. ASX and its officers take no responsibility as to the contents of this Prospectus. Quotation, if granted, of the Shares offered by this Prospectus will commence as soon as practicable after statements of holdings of the Shares are dispatched. The Company will not apply for quotation of the Convertible Notes. 4.7 Restricted Securities The ASX may classify certain securities as being subject to the restricted securities provisions of the Listing Rules. The holder of restricted securities is prohibited for the relevant restriction period from disposing or agreeing to dispose of the restricted securities, granting or agreeing to grant a security interest over the restricted securities or doing or omitting to do an act which would have the effect of transferring effective ownership or control of the restricted securities. None of the Shares offered under this Prospectus will be treated as restricted securities and will be freely transferable from the date of their allotment. Page 7
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: Application of Proceeds at Full Sub
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 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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