KINGSROSE MINING LIMITED — AGM Information 2011

Oct 13, 2011

Kingsrose Mining Limited

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NOTICE OF MEETING AND EXPLANATORY MEMORANDUM

for the Annual General Meeting of Shareholders to be held at

The Subiaco Hotel, 465 Hay Street, Subiaco 6008 Western Australia

on Thursday, 17 November 2011

at

10.30am (WST)

This is an important document. Please read it carefully.

If you are unable to attend the Annual General Meeting, please complete the form of proxy enclosed and return it in accordance with the instructions set out on that form.

Suite 9, Level 2, 12-14 Thelma Street

Kingsrose Mining Limited

T: +61 8 9486 1149 F: +61 8 9486 1151

Kingsrose Mining Limited Annual General Meeting 17 November 2011

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NOTICE OF ANNUAL GENERAL MEETING

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

The Annual General Meeting of Kingsrose Mining Limited will be held at:

The Subiaco Hotel, 465 Hay Street, Subiaco 6008, Western Australia

on Thursday, 17 November 2011 commencing at 10.30am (WST)

How to Vote

You may vote by attending the meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the meeting on the date and at the place set out above.

The meeting will commence at 10.30am (WST).

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of General Meeting as soon as possible and either:

• send the proxy form (by post or delivery) to the Company's office at Suite 9, Level 2, 12-14 Thelma Street, West Perth WA 6005; or

• send the proxy form by facsimile to +61 8 9486 1151.

so that it is received not later than 10.30am (WST) on Tuesday, 15 November 2011.

Your proxy form is enclosed.

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Kingsrose Mining Limited Annual General Meeting 17 November 2011

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Kingsrose Mining Limited will be held at The Subiaco Hotel, 465 Hay Street, Subiaco 6008, Western Australia on Thursday, 17 November 2011 at 10.30am (WST), and at any adjournment of that meeting, for the purpose of dealing with the business set out below including considering and, if thought fit, passing the following proposed resolutions:-

ORDINARY BUSINESS

• Financial Statements and Reports

To receive and consider the financial statements and reports of the Directors and the Auditors for Kingsrose Mining Limited and its controlled entities for the year ended 30 June 2011.

• Resolution 1 – Adoption of Remuneration Report

“That the Remuneration Report for the year ended 30 June 2011 as disclosed in the 2011 Annual Report be adopted.”

Note: the vote on this resolution is advisory only and does not bind the directors of the Company. In accordance with the Corportions Act the Board is submitting this Remuneration Report to shareholders for consideration and adoption by way of a non-binding resolution. The Remuneration Report is set out within the Directors’ Report. The Board unanimously recommends that shareholders vote in favour of adopting the Remuneration Report.

• Resolution 2 – Re-election of Director – Mr. John C. Morris

“That John C. Morris, a director retiring by rotation in accordance with the Company’s Constitution, and being eligible, is re-elected as a director of the Company.”

• Resolution 3 – Re-election of Director – Mr. Christopher N. Start

“That Christopher N. Start, a director having been appointed as a casual vacancy and retiring in accordance with the Company’s Constitution, and being eligible, is re-elected as a director of the Company.”

• Resolution 4 - Ratification of Issue of Ordinary Shares to Aurora Gold Ltd

“That for the purposes of Listing Rules 7.1 and 7.4 of the Official Listing Rules of the Australian Securities Exchange Limited and for all other purposes, the issue on 23 September 2010 of 1,500,000 ordinary shares to Aurora Gold Ltd is ratified and approved.”

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 4 by the person who participated in the issue and any associates of that person. However, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

By order of the Board

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Jeannette P. Smith Company Secretary 14 October 2011

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Kingsrose Mining Limited Annual General Meeting 17 November 2011

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NOTICE OF ANNUAL GENERAL MEETING

VOTING AND PROXIES

1. A Shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder of the Company.

2. Where a voting exclusion applies, then except as otherwise provided in the ASX Listing Rules the Company need not disregard a vote if it is cast by the person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

3. In accordance with Regulation 7.11.37 of the Corporations Act, the Directors have set a date to determine the identity of those entitled to attend and vote at the Meeting.

The date is Thursday, 17 November 2011 at 10.30am (WST).

1. A proxy form is attached. If required it should be completed, signed and returned to the Company's registered office in accordance with the instructions on that form.

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Kingsrose Mining Limited Annual General Meeting 17 November 2011

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders of Kingsrose Mining Limited (“Kingsrose” or “the Company”) in connection with the business to be conducted at the Annual General Meeting of Shareholders to be held at The Subiaco Hotel, 465 Hay Street, Subiaco WA 6008, on Thursday, 17 November 2011 at 10.30am (WST) (“the Meeting”) and at any adjournment of that meeting.

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Annual General Meeting (“the Notice”).

The Chairman of the meeting will vote undirected proxies given to him on, and in favour of all of the proposed resolutions. In relation to Resolution 1, if you appoint the Chairman your proxy, the Chairman will only vote your proxy in relation to Resolution 1 if you either direct your proxy how to vote or you tick the box provided on the proxy form under the list of resolutions.

The following matters should be noted in respect of the resolutions in the Notice:

• Financial Statements and Reports

Appropriate time will be devoted to the consideration of the Financial Report of the Company for the year ended 30 June 2011 and the Directors' and Auditor’s reports thereon.

A copy of the Financial Report for the Company and the Directors’ and Auditor’s reports thereon are contained within the Company’s 2011 Annual Report. For those shareholders who have made an election to receive a hard copy of the Company’s Annual Report, a copy is included with this Notice of Meeting. For those shareholders who have not made an election to receive a hard copy of the Annual Report, please note that it is available on the Company’s web site via the following link:

www.kingsrosemining.com.au

In addition to asking questions at the meeting, written questions to the Chairman about the management of the Company or to the Auditor about the content of the Auditor’s report and the conduct of the audit may be submitted to the Company by no later than five business days before the meeting date to:

Kingsrose Mining Limited Suite 9, Level 2 12-14 Thelma Street West Perth 6005 Western Australia

• Resolution 1 – Adoption of Remuneration Report

In accordance with section 250R(2) of the Corporations Act 2001 the Company presents to shareholders for their consideration and adoption by way of non-binding resolution the Company's Remuneration Report as disclosed in the Directors’ Report in the Company's 2011 Annual Report.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

The Directors recommend that Shareholders vote in favour of adopting the Remuneration Report.

IMPORTANT NOTE FOR SHAREHOLDERS APPOINTING A PROXY FOR THE MEETING – The form of proxy accompanying the Notice of Meeting specifies that your proxy must vote in favour of Resolution 1 unless the appointing shareholder specifically directs otherwise by ticking an appropriate box on the

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Kingsrose Mining Limited Annual General Meeting 17 November 2011

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EXPLANATORY MEMORANDUM

proxy form (see the boxes under the heading “Voting Directions on Business of the Annual General Meeting”).

Accordingly, if you decide to appoint the Chairman or any other person as your proxy and you do not wish the Chairman or other proxy to cast your vote in favour of resolution 1, you will need to tick the “Against” or “Abstain” box next to Resolution 1 on the proxy form.

• Resolution 2 – Re-election of Director – Mr. John C. Morris

Mr. Morris retires by rotation and under the Company’s constitution is required to submit himself for re-election at the next Annual General Meeting. Mr. Morris offers himself for re-election.

Mr. Morris has over 39 years experience in exploration, project development and management of public listed resource companies. He has held prior Directorships in a number of gold and base metals public companies in Australia and overseas including Forsyth NL and Amerisur Resources Plc (formerly Chaco Resources Plc/Gold Mines of Sardinia Plc).

Mr. Morris does not hold any other directorships of public companies.

• Resolution 3 – Re-election of Director – Mr. Christopher N. Start

Mr. Start is a current director who was appointed by the Board on 1 July 2011 to fill a casual vacancy. Under the Company’s constitution he is required to submit himself for re-election at the Annual General Meeting. Regulation 12.17.1 of the Company’s Constitution provides that a director appointed by the Board holds office only until the next Annual General Meeting but is eligible for reelection. Mr. Start offers himself for re-election.

Mr. Start graduated from RMIT as a Metallurgical Engineer with honors in 1988 and has over 23 years of experience in the mining industry. He has worked as a metallurgist, in management positions and as a consultant at a number of mine sites including Kidston, Murrin Murrin, Granny Smith and Boddington.

Mr. Start also has international experience working as the Processing Manager at Mt Muro gold and silver mine in Indonesia and as the General Manager at the Musselwhite gold mine in Canada. In addition to his extensive operational experience Mr. Start has several years of corporate experience with Dominion Mining and Australian Goldfields and has a Master of Science Degree in Mineral Economics.

As Managing Director of the Company, Mr. Start will provide the overall strategic agenda and provide quality input to the growth of the Company.

Mr. Start does not hold any other directorships of public companies; however he is a director of the Company’s Indonesian subsidiary, PT Natarang Mining, having being appointed to that Board on 1 July 2011.

• Resolutions 4 - Ratification of Securities Issued to Aurora Gold Ltd

In September 2010 the Company reached agreement with Harmony Gold Mining Co Limited’s fully owned subsidiary, Aurora Gold Limited (“AGL”), to relinquish and terminate AGL’s right to receive under a 1995 Royalty Agreement a 1.85% net smelter return royalty (capped at US$3.5m) on gold and silver production from KRM’s 85% owned Way Linggo Gold Project in Sumatra, Indonesia.

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Kingsrose Mining Limited Annual General Meeting 17 November 2011

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EXPLANATORY MEMORANDUM

In exchange, KRM paid AGL US$250,000 and also alloted 1,500,000 ordinary shares in the capital of KRM in accordance with Listing Rule 7.1 of the ASX Listing Rules which permits a Company to issue up to 15% of its issued capital without shareholder approval. AGL is not a related party of the Company. The securities issued were credited as fully paid and were not be subject to any escrow restrictions.

Resolution 4 seeks Shareholder approval under Listing Rule 7.4, which provides that an issue of securities that is made without Shareholder approval under Listing Rule 7.1 is treated as having been made with approval for the purposes of Listing Rule 7.1 if each of the following applies:

• the issue did not breach Listing Rule 7.1; and

• the holders of ordinary securities subsequently approve it.

The Directors confirm that the issue of the ordinary shares to AGL did not breach Listing Rule 7.1. The effect of Shareholders passing Resolution 4 will be to restore the Company’s ability to issue, without Shareholder approval, further securities up to the full 15% limit currently imposed by Listing Rule 7.1 without obtaining shareholder approval.

As required by Listing Rule 7.5, the following information is provided in relation to the Share Issue to AGL (“AGL Share Issue”):

• (a) A total of 1.5 million ordinary shares were issued pursuant to the AGL Share Issue.

• (b) Under the AGL Share Issue, the Shares were issued at an issue price of $1.11 each.

• (c) The shares were fully paid ordinary shares ranking equally in all respects with existing Shares on issue.

• (d) The Shares were issued to Aurora Gold Limited.

• (e) The use and intended use of the funds: n/a as no funds were raised: the shares were issued in consideration for the termination of a royalty.

Glossary

In the Explanatory Memorandum the following terms bear the following meanings unless the context otherwise requires.

A$ means the lawful currency of Australia.

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited (ABN 98 008 624 691) and where the context permits, the Australian Securities Exchange operated by ASX Limited.

Board means the board of Directors of the Company. Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that the ASX declares is not a business day. Company means Kingsrose Mining Limited.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company. Explanatory Memorandum means the explanatory memorandum to this Notice of General Meeting. Listing Rules or Official Listing Rules means the listing rules of ASX. Notice of General Meeting means this Notice of General Meeting and includes the Explanatory Memorandum and Proxy Form.

Resolution means a resolution contained in this Notice of General Meeting. Share means a fully paid ordinary share in the capital of the Company. Shareholder means a shareholder of the Company. WST means Australian Western Standard Time.

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Kingsrose Mining Limited Annual General Meeting 17 November 2011

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APPOINTMENT OF CORPORATE REPRESENTATIVE

Under section 250D of the Corporations Act

This is to certify that by a resolution of the Directors of:

…………………………………………………………………………………………………………………………………………………………..…………………. (Company) The Company has appointed: ……………………………………………………………………………………………………………………………………………… (Insert name of Representative)

in accordance with the provision of section 250D of the Corporations Act, to act as the body corporate representative of that company at the Annual General Meeting of Kingsrose Mining Limited to be held on Thursday, 17 November 2011 at 10.30am (WST) and at any adjournment of that meeting.

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Dated:
Executed by the Company )
in accordance with its Constitution )
……………………………………………………………………….. ……………………………………………………………………….
Signed by authorized representative Signed by authorized representative
………………………………………………………………………… ……………………………………………………………………….
Name of authorized representative (PRINT) Name of authorized representative (PRINT)
……………………………………………………………………….. ………………………………………………………………………..
Position of authorized representative (PRINT) Position of authorized representative (PRINT)
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Instructions for Completing Appointment of Corporate Representative

Under Australian law, an appointment of a body corporate representative will only be valid if the Certificate of Appointment is completed correctly.

Please follow the instructions below to complete this Certificate:

1. Execute the Certificate following the procedure required by your Constitution or other constituent documents.

2. Print the name and position (e.g. director) of each company officer who signs this Certificate on behalf of the Company.

3. Insert the date of execution where indicated.

4. Send or deliver the Certificate to KINGSROSE MINING LIMITED at Level 2, Suite 9, 12-14 Thelma Street, West Perth, WA 6005 or by fax to the registered office on 08 9486 1151 by 10.30am, Tuesday, 15 November 2011. Alternatively the Certificate of Appointment may be presented upon attendance at the Annual General Meeting of the Company.