==> picture [595 x 130] intentionally omitted <==

4 October 2013

Company Announcements Office Australian Securities Exchange Limited Level 6, 20 Bridge Street SYDNEY NSW 2000

2013 NOTICE OF ANNUAL GENERAL MEETING

Please be advised that the Notice of Meeting & Explanatory Memorandum for the Company’s Annual General Meeting of Shareholders to be held on 7 November 2013 was despatched today.

Additionally, the documents can be accessed on the Company’s website www.kingsrosemining.com.au

Yours faithfully

==> picture [74 x 55] intentionally omitted <==

Jeannette Smith Company Secretary KINGSROSE MINING LIMITED

Kingsrose Mining Limited is a gold producer that owns 85% of the Way Linggo Project in South Sumatra, Indonesia. The Project has emerged as small but highly profitable due to its high gold and silver grades and low operating costs. The Way Linggo Project, held under a highly prozed 4[th] generation Contract of Work Agreement with the Indonesian government (mining title of 10,540 hectares), sits on the prolifically mineralised Trans-Sumatran Fault, which is part of the Pacific Rim of Fire. The area is considered highly prospective for low-sulphidation epithermal goldsilver deposits. Kingsrose made a second high grade epithermal gold discovery in mid 2011, named Talang Santo (7km NNE of the Way Linggo mine) and is now under development. The early exploration success and the numerous positive indicators on the property give the Company confidence that further high grade deposits will be found.

==> picture [595 x 113] intentionally omitted <==

----- Start of picture text -----

Suite 9, Level 2, 12-14 Thelma Street, West Perth WA 6005 | T (08) 9486 1149 | F (08) 9486 1151
[email protected] | ASX Code KRM (Ordinary Shares)
www.kingsrosemining.com.au
----- End of picture text -----

==> picture [151 x 106] intentionally omitted <==

KINGSROSE

MINING
LIMITED NOTICE
OF
MEETING and EXPLANATORY
MEMORANDUM

for
the
Annual
General
Meeting
of
Shareholders to
be
held
at The
Celtic
Club,
48
Ord
St, West
Perth,
6005 Western
Australia on Thursday,
7
November
2013 at 10.30am
(WST)

This is an important document
-‐ please read it carefully

If
Shareholders
are
in
doubt
as
to
how
they
should
vote,
they
should
seek
advice
from
their accountant,
solicitor
or
other
professional
adviser
prior
to
voting. If
you
are
unable
to
attend
the
Annual
General
Meeting,
please
complete
the
enclosed
Proxy Form
and
return
it
in
accordance
with
the
instructions
set
out
on
that
form.

Notice
of
Annual
General
Meeting
|
7
November
2013

Page
1

TIME
AND
PLACE
OF
MEETING
AND
HOW
TO
VOTE

==> picture [151 x 106] intentionally omitted <==

Venue

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

The
Celtic
Club,
48
Ord
Street West
Perth,
6005 Western
Australia on Thursday,
7
November
2013 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
enclosed
Proxy
Form
and
return
by
the
time
and
in
accordance with
the
instructions
set
out
on
the
Proxy
Form.

In
accordance
with
section
249L
of
the
Corporations
Act,
members
are
advised
that:

each
member
has
a
right
to
appoint
a
proxy;
the
proxy
need
not
be
a
member
of
the
Company;
and
a
member
who
is
entitled
to
cast
two
or
more
votes
may
appoint
two
proxies
and
may
specify
the proportion
or
number
of
votes
each
proxy
is
appointed
to
exercise.
If
the
member
appoints
two proxies
and
the
appointment
does
not
specify
the
proportion
or
number
of
the
member’s
votes,
then in
accordance
with
section
249X(3)
of
the
Corporations
Act,
each
proxy
may
exercise
one-‐half
of
the votes.

New
sections
250BB
and
250BC
of
The
Corporations
Act
came
into
effect
on
1
August
2011
and
apply
to
voting by
proxy
on
or
after
that
date.
Shareholders
and
their
proxies
should
be
aware
of
these
changes
to
The Corporations
Act,
as
they
will
apply
to
this
Meeting.
Broadly,
the
changes
mean
that:

if
proxy
holders
vote,
they
must
cast
all
directed
proxies
as
directed;
and
any
directed
proxies
which
are
not
voted
will
automatically
default
to
the
Chair,
who
must
vote
the proxies
as
directed.

Further
details
on
these
changes
are
set
out
below.

Notice
of
Annual
General
Meeting
|
7
November
2013

Page
2

==> picture [151 x 106] intentionally omitted <==

_**Proxy

vote
if
appointment
specifies
way
to
vote**_

Section
250BB(1)
of
The
Corporations
Act
provides
that
an
appointment
of
a
proxy
may
specify
the
way
the proxy
is
to
vote
on
a
particular
resolution
and,
if
it
does:

the
proxy
need
not
vote
on
a
show
of
hands,
but
if
the
proxy
does
so,
the
proxy
must
vote
that
way
(i.e.
as directed);
and
if
the
proxy
has
two
or
more
appointments
that
specify
different
ways
to
vote
on
the
resolution
–
the
proxy must
not
vote
on
a
show
of
hands;
and
if
the
proxy
is
the
Chair
of
the
meeting
at
which
the
resolution
is
voted
on
–
the
proxy
must
vote
on
a
poll, and
must
vote
that
way
(i.e.
as
directed);
and
if
the
proxy
is
not
the
Chair
–
the
proxy
need
not
vote
on
the
poll,
but
if
the
proxy
does
so,
the
proxy
must vote
that
way
(i.e.
as
directed).

Transfer
of
non-‐chair
proxy
to
Chair
in
certain
circumstances

Section
250BC
of
The
Corporations
Act
provides
that,
if:

an
appointment
of
a
proxy
specifies
the
way
the
proxy
is
to
vote
on
a
particular
resolution
at
a
meeting
of the
Company's
members;
and
the
appointed
proxy
is
not
the
chair
of
the
meeting;
and
at
the
meeting,
a
poll
is
duly
demanded
on
the
resolution;
and
either
of
the
following
applies:
the
proxy
is
not
recorded
as
attending
the
meeting;
the
proxy
does
not
vote
on
the
resolution,

the
chair
of
the
meeting
is
taken,
before
voting
on
the
resolution
closes,
to
have
been
appointed
as
the
proxy
for the
purposes
of
voting
on
the
resolution
at
the
meeting.

**Your

proxy
form
is
enclosed.**

Notice
of
Annual
General
Meeting
|
7
November
2013

Page
3

**NOTICE

OF
MEETING**

==> picture [153 x 106] intentionally omitted <==

Notice
is
hereby
given
that
the
Annual
General
Meeting
of
Shareholders
(“Meeting”)
of
Kingsrose
Mining
Limited (“Kingsrose
or
Company”)
will
be
held
on
Thursday,
7
November
2013
at
10.30am
(WST),
at
The
Celtic
Club,
48 Ord
Street,
West
Perth,
6005,
Western
Australia,
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
set
out
below.

The
Explanatory
Memorandum
to
this
Notice
provides
additional
information
on
matters
to
be
considered
at
the Meeting.
The
Explanatory
Memorandum
and
the
Proxy
Form
forms
part
of
this
Notice.

The
Company’s
2013
Annual
Report
can
be
accessed
on
the
Company’s
website
www.kingsrosemining.com.au.

**BUSINESS

OF
THE
MEETING**

Financial Statements and Reports

To
receive
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
2013.

Ordinary Resolution 1
– Adoption of Remuneration Report

“That,
for
the
purpose
of
Section
250R(2)
of
the
Corporations
Act
and
for
all
other
purposes,
the Remuneration
Report
for
the
year
ended
30
June
2013
as
disclosed
in
the
2013
Annual
Report
be adopted.”

Note:

The
Corporations
Act
provides
that
a
resolution
to
approve
the
adoption
of
the
remuneration
report
must
be
put
to the
vote
at
a
listed
company’s
annual
general
meeting.
The
vote
on
Resolution
1
is
advisory
only
and
does
not
bind the
directors
of
the
Company.

However,
pursuant
to
recent
amendments
to
the
Corporations
Act,
if
25%
or
more
of
votes
cast
are
voted
against the
adoption
of
the
Remuneration
Report
at
two
consecutive
annual
general
meetings,
shareholders
will
be
required to
vote
at
the
second
annual
general
meeting
on
a
resolution
(a
“spill
resolution”)
for
another
meeting
to
be
held within
90
days
of
the
second
annual
general
meeting
at
which
all
of
the
Company’s
Directors,
other
than
the Managing
Director,
must
stand
for
re-‐election.
Votes
cast
against
the
Remuneration
Report
for
the
year
ended
30 June
2012
did
not
total
25%.

In
accordance
with
the
Corporations
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.

Please
see
Explanatory
Memorandum
for
more
information.

_**Voting

Prohibition
Statement:**_

A
vote
on
this
Resolution
must
not
be
cast
(in
any
capacity)
by
or
on
behalf
of
any
of
the
following
persons:

(a) a
member
of
the
Key
Management
Personnel,
details
of
whose
remuneration
are
included
in
the
Remuneration Report;
or
(b) a
Closely
Related
Party
of
such
a
member.

However,
a
person
(the
voter)
described
above
may
cast
a
vote
on
this
Resolution
as
a
proxy
if
the
vote
is
not
cast
on behalf
of
a
person
described
above
and
either:

Notice
of
Annual
General
Meeting
|
7
November
2013

Page
4

(c) the
voter
is
appointed
as
a
proxy
by
writing
that
specifies
the
way
the
proxy
is
to vote
on
the
Resolution;
or
(d) the
voter
is
the
Chair
and
the
appointment
of
the
Chair
as
proxy: (i) does
not
specify
the
way
the
proxy
is
to
vote
on
this Resolution;
and

==> picture [153 x 106] intentionally omitted <==

(ii) expressly
authorises
the
Chair
to
exercise
the
proxy
even
if
the
Resolution
is
connected directly
or
indirectly
with
the
remuneration
of
a
member
of
the
Key
Management
Personnel for
the
Company,
or
if
the
Company
is
part
of
a
consolidated
entity,
for
the
entity

• _**Ordinary Resolution 2

– Re-‐election of Director
– Mr. John C. Morris**_

“That
John
C.
Morris,
a
director,
retires
by
rotation
in
accordance
with
the
clause
12.11
of
the Company’s
Constitution
and
being
eligible
is
re-‐elected
as
a
director
of
the
Company.”

_**Ordinary Resolution 3

– Re-‐election of Director
– Mr. Andrew P. Spinks**_

“That
Andrew
P
Spinks,
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.”

_**Ordinary Resolution 4

-‐ Ratification of Issue of Shares under ASX 15% rule to clients of Bell Potter**_

Ordinary Securities Limited

“That
for
the
purposes
of
ASX
Listing
Rules
7.1
and
7.4,
and
for
all
other
purposes,
the
issue
on
22
July 2013
of
43,793,980 ordinary
shares
to
clients
of
Bell
Potter
Securities
Limited
at
a
price
of
$0.35
each
be ratified
and
approved.”

Voting
Exclusion :
The
Company
will
disregard
any
votes
cast
on
this
Resolution
by
any
person
who
participated
in the
issue
and
a
person
who
might
obtain
a
benefit,
except
a
benefit
solely
in
the
capacity
of
a
holder
of
ordinary securities,
if
the
Resolution
is
passed
and
any
associates
of
those
persons.

However,
the
Company
need
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.

Ordinary Resolution 5
– Approval of proposed issue of Share Rights to the Interim Managing Director, Mr. Timothy G. Spencer
– 2013-‐2014 long term incentive

“That
approval
is
given
for
the
purposes
of
section
208
of
the
Corporations
Act
and
Listing
Rule
10.14, for
the
issue
of
588,653
Share
Rights
to
Mr.
Tim
Spencer
as
the
long-‐term
incentive
component
of
his remuneration
package
for
the
2013/2014
financial
year,
in
accordance
with
the
terms
detailed
in
the Explanatory
Memorandum
accompanying
and
forming
part
of
this
Notice
of
Meeting.”

Voting
Exclusion :

The
Company
will
disregard
any
votes
cast
on
this
Resolution
by
any
Director,
other
than
any Directors
who
are
ineligible
to
participate
in
the
Plan,
and
any
associates
of
those
Directors.

However,
the Company
need
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

==> picture [71 x 43] intentionally omitted <==

Jeanette
P.
Smith Company
Secretary 4
October
2013

Notice
of
Annual
General
Meeting
|
7
November
2013

Page
5

**EXPLANATORY

MEMORANDUM**

**PROXY

AND
VOTING
INSTRUCTIONS**

==> picture [151 x 106] intentionally omitted <==

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.

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
Tuesday,
5 November
2013
at
10.30am
(WST).
A
proxy
form
is
attached.
This
is
to
be
used
by
shareholders
if
they
wish
to
appoint
a
representative (a
“proxy”)
to
vote
in
their
place.
All
shareholders
are
invited
and
encouraged
to
attend
the
Meeting, or
if
they
are
unable
to
attend
in
person,
the
Proxy
Form
should
be
completed,
signed
and
returned to
the
Company's
registered
office
in
accordance
with
the
instructions
on
that
form.
Shareholder
questions
-‐
At
the
Meeting,
the
Chairman
will
allow
a
reasonable
opportunity
for shareholders
to
ask
questions
or
make
comments
on
the
management
of
the
Company
or
the Remuneration
Report.
Mr.
Darren
Lewsen
of
Ernst
&
Young,
as
the
auditor
responsible
for
preparing the
auditor’s
report
for
the
year
ended
30
June
2013
(or
his
representative)
will
attend
the
Meeting. The
Chairman
will
also
allow
a
reasonable
opportunity
for
shareholders
to
ask
the
auditor
questions about:
(a) the
conduct
of
the
audit;
(b) the
preparation
and
content
of
the
auditor’s
report;
(c) the
accounting
policies
adopted
by
the
Company
in
relation
to
the
preparation
of
the
financial statements;
and
(d) the
independence
of
the
auditor
in
relations
to
the
conduct
of
the
audit.

To
assist
the
management
of
the
Company
and
the
auditor
of
the
Company
in
responding
to
questions please
submit
any
questions
you
may
have
in
writing
to
the
Company
Secretary,
to
be
received
no later
than
5pm
(WST)
on
Thursday,
31
October
2013.

In
person
or
by
post: Kingsrose
Mining
Limited Suite
9,
Level
2 12-‐14
Thelma
Street West
Perth
WA
6005 By
facsimile: 08
9486
1151
(within
Australia) +61
8
9486
1151
(outside
Australia)

This
Explanatory
Memorandum
has
been
prepared
for
the
information
of
Shareholders
of
Kingsrose
Mining General
Meeting
of
Shareholders
to
be
held
at
The
Celtic
Club,
48
Ord
Street,
West
Perth
6005,
Western Australia
on
Thursday,
7
November
2013
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”).

Notice
of
Annual
General
Meeting
|
7
November
2013
|
Explanatory
Memorandum

Page
6

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

• Financial Statements and Reports

==> picture [151 x 106] intentionally omitted <==

Appropriate
time
will
be
devoted
to
the
consideration
of
the
Financial
Report
of
the
Company
for
the year
ended
30
June
2013
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
2013
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

• **Resolution 1

– Adoption of Remuneration Report**

In
accordance
with
section
250R(2)
of
the
Corporations
Act,
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
2013
Annual
Report.

The
Corporations
Act
requires
that
at
a
listed
company’s
annual
general
meeting,
a
resolution
that
the remuneration
report
be
adopted
must
be
put
to
the
shareholders.
However,
such
a
resolution
is advisory
only
and
does
not
bind
the
Directors
or
the
Company.

The
remuneration
report
sets
out
the
Company’s
remuneration
arrangements
for
the
Directors
and senior
management
of
the
Company.

The
Remuneration
Report
is
part
of
the
Directors’
Report contained
in
the
annual
financial
report
of
the
Company
for
the
financial
year
ending
30
June
2013.

A
reasonable
opportunity
will
be
provided
for
discussion
of
the
remuneration
report
at
the
Annual General
Meeting.

NB: Voting Consequences

Under
changes
to
the
Corporations
Act
that
came
into
effect
on
1
July
2011,
if
at
least
25%
of
the votes
cast
on
a
remuneration
report
resolution
are
voted
against
adoption
of
the
remuneration
report in
two
consecutive
annual
general
meetings,
the
Company
will
be
required
to
put
to
shareholders
a resolution
proposing
the
calling
of
a
general
meeting
to
consider
the
appointment
of
directors
of
the Company
(Spill
Resolution)
at
the
second
annual
general
meeting.

If
more
than
50%
of
shareholders
vote
in
favour
of
the
Spill
Resolution,
the
company
must
convene the
general
meeting
(Spill
Meeting)
within
90
days
of
the
second
annual
general
meeting.

All
of
the
Directors
of
the
Company
who
were
in
office
when
the
Directors'
Report
(as
included
in
the Company’s
annual
financial
report
for
the
financial
year
ended
immediately
before
the
second
annual general
meeting)
was
approved,
other
than
the
Managing
Director
of
the
company,
will
cease
to
hold office
immediately
before
the
end
of
the
Spill
Meeting
but
may
stand
for
re-‐election
at
the
Spill Meeting.

Following
the
Spill
Meeting
those
persons
whose
election
or
re-‐election
as
Directors
is approved
will
be
the
Directors
of
the
Company.

At
the
Company’s
previous
Annual
General
Meeting,
the
votes
cast
against
the
Remuneration
Report at
that
general
meeting
were
less
than
25%.
Accordingly,
the
Spill
Resolution
is
not
relevant
for
this Annual
General
Meeting.

Notice
of
Annual
General
Meeting
|
7
November
2013
|
Explanatory
Memorandum

Page
7

NB: Proxy Restrictions

Shareholders
appointing
a
proxy
for
Resolution
1
should
note
the
following:

==> picture [151 x 106] intentionally omitted <==

If you appoint a member of the Key Management Personnel as your proxy

If
you
elect
to
appoint
a
member
of
Key
Management
Personnel
whose
remuneration
details
are included
in
the
Remuneration
Report,
or
a
Closely
Related
Party
of
that
member, you
must
direct
the proxy
how
they
are
to
vote. Undirected
proxies
granted
to
these
persons
will
not
be
included
in
any vote
on
Resolution
1.

If you appoint the Chair as your proxy

If
you
elect
to
appoint
the
Chair
as
your
proxy,
you do not need
to
direct
the
Chair
how
you
wish
to your
vote
to
be
exercised
on
Resolution
1;
however
if
you
do
not
direct
the
Chair
how
to
vote, you must
tick
the
acknowledgement
on
the
Proxy
Form
to
acknowledge
that
the
Chair
may
exercise
its discretion
in
exercising
your
proxy
even
though
Resolution
1
is
connected
directly
or
indirectly
with
the remuneration
of
Key
Management
Personnel.

•

If you appoint any other person as your proxy

You do not need
to
direct
your
proxy
how
to
vote
and
you do not need
to
tick
any
further acknowledgement
on
the
Proxy
Form.

**Resolution 2

– Re-‐election of Director
– Mr. John C. Morris**

Clause
12.11
of
the
Constitution
requires
that
if
the
Company
has
three
or
more
Directors,
one
third (or
the
number
nearest
one-‐third
rounded
upwards
in
case
of
doubt)
of
those
Directors
must
retire
at each
Annual
General
Meeting,
provided
always
that
no
Director
(except
a
Managing
Director)
shall hold
office
for
a
period
in
excess
of
three
years,
or
until
the
third
Annual
General
Meeting
following his
or
her
appointment,
whichever
is
the
longer,
without
submitting
himself
or
herself
for
re-‐election.

Mr.
Morris
retires
by
rotation
and
under
the
Company’s
Constitution
and
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
41
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
also
serves
on
the
Company’s Remuneration
Committee.

• **Resolution 3

– Re-‐election of Director
– Mr. Andrew P. Spinks**

Mr.
Spinks
is
a
current
director
who
was
appointed
by
the
Board
to
fill
a
casual
vacancy.
Under
the Company’s
constitution
he
is
required
to
submit
himself
for
re-‐election
at
the
next
Annual
General Meeting.

Mr.
Spinks
offers
himself
for
re-‐election.

Mr.
Spinks
is
a
geologist
with
over
24
years
professional
experience
in
nickel,
gold,
coal,
iron
ore
and diamonds
in
Australia
and
Africa.
He
has
undertaken
diverse
roles
from
grass
roots
exploration through
to
senior
management
and
consulting
roles
in
exploration,
project
development
and
mining. He
is
a
co-‐founder
of
Strategic
Resource
Management
and
was
responsible
for
the
strategy,
target generation
and
acquisitions
of
that
company.
Mr.
Spinks
holds
a
B.App.Sc
(Geol),
Grad.Dip
(Mining), W.A.
Quarry
Managers
Certificate
and
is
a
member
of
the
AusIMM.
Mr
Spinks
is
currently
a
director
of Kibaran
Resource
Limited
and
Rarus
Limited.

He
also
serves
on
the
Company’s
Remuneration Committee.

Mr.
Spinks
is
an
independent
director.

Notice
of
Annual
General
Meeting
|
7
November
2013
|
Explanatory
Memorandum

Page
8

**Resolution 4

-‐ Ratification of Securities Issue
– Bell Potter Securities Limited**

==> picture [151 x 106] intentionally omitted <==

On
22
July
2013
the
Company
issued
to
Bellset
Nominees
Pty
Ltd,
the
nominee
company
of
Bell
Potter Securities
Limited,
43,793,980
ordinary
shares
in
the
capital
of
the
Company
at
a
price
of
$0.35
each. This
issue
was
made
by
the
Company
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.

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:

On
22
July
2013
the
Company
issued
to
clients
of
Bell
Potter
Securities
Limited
43,793,980
ordinary shares
in
the
capital
of
the
Company
at
a
price
of
$0.35
each.

This
issue
was
made
by
the
Company
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.

Neither
Bell
Potter
Securities
Limited,
nor
clients
of
Bell
Potter
Securities
Limited
who
participated
in the
placement,
are
considered
a
related
party
if
-‐

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
Bell
Potter
Securities
Limited
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
issue
of
the ordinary
shares
to
Bellset
Nominees
Pty
Ltd:

a. A
total
of
43,793,980
ordinary
shares
were
issued.
b. The
ordinary
shares
were
issued
at
a
price
of
$0.35
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
clients
of
Bell
Potter
Securities
Limited
and
to
other
non-‐related institutional
and
sophisticated
investors.
e. The
funds
raised
have
been
used
for
Talang
Santo
mine
development,
resource
to
reserve infilling
drilling/resource
extension
drilling,
and
working
capital
for
the
Company.

Resolution 5
– Grant of Share Rights to the Interim Managing Director, Mr. Tim Spencer.

Background

Under
ASX
Listing
Rule
10.14,
the
acquisition
of
securities
by
a
Director
under
an
employee
incentive scheme
requires
shareholder
approval
unless
the
shares
required
for
the
scheme
are
purchased
on market.

It
is
proposed
that
the
Interim
Managing
Director,
Mr
Tim
Spencer,
be
granted
rights
to
be
provided with
Shares
in
the
Company
or,
alternatively,
at
the
discretion
of
the
Company,
the
equivalent
cash value
(“Share
Rights”)
in
accordance
with
his
participation
in
the
Long
Term
Incentive
Plan
(“the Plan”).

Notice
of
Annual
General
Meeting
|
7
November
2013
|
Explanatory
Memorandum

Page
9

==> picture [151 x 106] intentionally omitted <==

The
Plan
is
intended
to
support
the
achievement
of
the
Company’s
business
strategy
by
linking executive
rewards
to
improvements
in
the
financial
performance
of
the
Company
and
aligning
the interests
of
executives
with
shareholders.

The
Share
Rights
granted
to
Mr
Spencer
will
vest
on
30
June
2016
subject
to
satisfaction
of
the performance
condition
and,
subject
to
the
exceptions
noted
below,
to
the
continued
employment
of Mr
Spencer
with
the
Company.
Share
Rights
that
do
not
vest
will
automatically
lapse.
No
amount
is payable
by
Mr
Spencer
in
respect
of
the
grant
or
vesting
of
Share
Rights.

Share
Rights
to
be
granted
to
Mr
Spencer
are
conditional
and
non-‐transferable;
they
cannot
be hedged,
sold,
transferred,
mortgaged,
charged
or
otherwise
disposed
of
or
dealt
with.

Shareholder Approval (Section 208 of the Corporations Act)

Chapter
2E
of
the
Corporations
Act
regulates
the
provision
of
financial
benefits
to
related
parties
by
a public
company.

Section
208
of
the
Corporations
Act
provides
that,
for
a
public
company
to
give
a financial
benefit
to
a
related
party
of
the
company,
the
company
must:

(a) obtain
the
approval
of
the
company’s
members
in
the
manner
set
out
in
Sections
217
to
227
of the
Corporations
Act;
and
(b) give
the
benefit
within
15
months
following
such
approval,

unless
the
giving
of
the
financial
benefit
falls
within
an
exception
set
out
in
Sections
210
to
216
of
the Corporations
Act.

The
provision
the
issue
of
Share
Rights
by
the
Company
constitute
the
giving
of
a
financial
benefit,
and as
a
Director,
Mr
Spencer
(“Participating
Director”)
is
considered
to
be
a
related
party
of
the
Company.

In
accordance
with
the
requirements
of
Sections
217
to
227
of
the
Corporations
Act,
the
following information
is
provided
to
Shareholders
to
allow
them
to
assess
the
proposed
issue
of
Share
Rights:

(a) as
a
Director,
the
Participating
Director
is
a
related
party
of
the
Company
to
whom
proposed Resolution
5
would
permit
the
financial
benefit
to
be
given;
(b) the
nature
of
the
financial
benefit
to
be
given
to
Mr
Spencer
is
the
issue
of
588,653
Share
Rights;
(c) the
Share
Rights
will
be
issued
under
the
terms
and
conditions
of
the
Plan
which
was
approved
by shareholders
at
the
Annual
General
Meeting
held
on
1
November
2012;
(d) as
at
the
date
of
this
Notice
of
Meeting,
the
Participating
Director
holds
the
following
securities
in the
Company:

the Company:
Director	Listed Shares	Share Performance Rights
Tim Spencer	1,050,000	97,297

(e) the
remuneration
and
emoluments
payable
by
the
Company
to
the
Participating
Director
for
both the
current
financial
year
and
previous
financial
year
are
set
out
below:

Director	Current Financial Year (2013)	Previous Financial Year (2012)
Tim Spencer	$298,759	$290,562

Notice
of
Annual
General
Meeting
|
7
November
2013
|
Explanatory
Memorandum

Page
10

==> picture [151 x 106] intentionally omitted <==

(f) in
the
event
Resolution
5
is
approved,
a
total
of
588,653
Share
Rights
will
be
allotted
and
issued. If
all
the
Share
Rights
are
exercised
this
will
increase
the
number
of
Shares
on
issue
from 335,753,851
to
336,439,801
(assuming
that
no
Options
are
exercised
and
no
other
Shares
issued) with
the
effect
that
the
shareholding
of
existing
Shareholders
would
be
diluted
as
follows:

Holder	Share Rights issued to participating Director 2012	Share Rights to be issued to participating Director 2013	Dilutionary effect upon exercise of all Share Rights
Tim Spencer	97,297	588,653	0.20%

(g) the
number
of
Share
Rights
issued
to
the
Participating
Director
has
been
determined
by
dividing the
value
of
60%
of
fixed
pay
(as
at
1
July
2013)
by
the
volume
weighted
average
price
of
the Company’s
shares
over
the
five
trading
days
immediately
prior
to
1
July
2013;
(h) the
issue
price
at
which
Share
Rights
will
be
issued
to
the
Participating
Director
will
be
$0.306
per Share
Right;
(i) For
the
purposes
of
these
explanatory
notes,
the
Company
has
valued
the
performance
rights
in accordance
with
AASB2
Share-‐based
payments.
On
the
basis
of
the
1
July
2013
value
date,
each performance
right
was
valued
at
$0.29
using
a
Monte
Carlo
simulation
method,
based
on
the following
assumptions.

However,
assuming
that
shareholders
approve
the
issue
of
the performance
rights
to
Mr
Spencer
on
7
November
2013,
then
the
value
will
have
to
be recalculated
as
at
that
date.

recalculated as at that date.
Assumptions
Dividend yield		3.3%
Share price at grant date		0.46
Exercise price		0
Volatility		59.08%
Risk free rate		2.82%
Expected life of share performance rights (no of years)		3

(j) the
value
of
the
financial
benefit
to
be
provided
to
the
Participating
Director
is
$170,709;
(k) the
number
of
shares
that
will
vest
with
the
Participating
Director
at
the
end
of
the
performance period
will
be
determined
having
regard
to
the
performance
criteria
described
below;
(l) the
trading
history
of
Shares
on
ASX
in
the
12
months
before
the
date
of
this
Notice
of
General Meeting
is
set
out
below:

Meeting is set out below:
	Price	Date
Highest	$1.24	18 September 2012
Lowest	$0.29	25 June 2013
Last	$0.40	23 September 2013

Notice
of
Annual
General
Meeting
|
7
November
2013
|
Explanatory
Memorandum

Page
11

==> picture [151 x 106] intentionally omitted <==

(m) the
primary
purpose
for
the
provision
of
the
issue
of
the
Share
Rights
to
Mr
Spencer
is
to provide
a
market
linked
incentive
package
in
his
capacity
as
Interim
Managing
Director
and
to
assist
in the
reward,
retention
and
motivation
of
Mr
Spencer
in
the
ongoing
operations
and
strategic
direction of
the
Company
whilst
maintaining
the
Company’s
cash
reserves.
The
Board
(other
than
Tim
Spencer) considered
the
extensive
experience
and
reputation
of
Tim
Spencer,
the
current
market
price
of Shares
and
current
market
practices
when
determining
the
number
of
Share
Rights
to
be
issued
to
Mr Spencer.
The
Board
considers
the
issue
of
the
Share
Rights
to
Mr
Spencer
to
be
reasonable
upon
the terms
proposed;

(n) the
Company
will
not
incur
any
costs
or
fees
in
relation
to
issuing
the
Share
Rights
to
the Participating
Director,
other
than:
a. listing
fees
of
the
Share
Rights
convert
into
Shares
will
be
payable
to
ASX.
These
fees
are not
expected
to
be
any
more
than
$3,593;
and
b. a
value
equal
as
determined
in
accordance
with
the
accounting
standards
attached
to
the issue
of
the
Share
Rights
to
the
Participating
Director
will
be
included
as
wages
for
the purpose
of
pay
roll
tax.

If
this
value
together
with
other
wages
paid
by
the
Company during
any
month
exceeds
a
defined
threshold,
then
pay
roll
tax
may
become
payable
by the
Company;

(o) if
the
Share
Rights
are
not
issued
to
the
Participating
Director,
the
Company
could
remunerate
the Director
for
additional
amounts.

However,
the
Board
considers
it
reasonable
for
the remuneration
of
the
Director
to
have
a
cash
component
and
an
equity
component
to
further
align the
Participating
Director’s
interests
with
Shareholders.

As
outlined
above,
there
are
alternate
options
available
to
issuing
Share
Rights
in
respect
of remunerating
the
Director
and
accordingly,
Shareholders
should
consider
the
above
matters carefully
before
deciding
how
to
vote
on
this
Resolution;

(p) Mr
Spencer
declines
to
make
a
recommendation
to
Shareholders
in
relation
to
Resolution
5
due to
his
material
personal
interest
in
the
outcome
of
Resolution
5;
(q) Mr
John
Morris
who
does
not
have
a
material
personal
interest
in
the
outcome
of
Resolution
5 recommends
that
Shareholders
vote
in
favour
of
Resolution
5
for
the
reasons
set
out
above.
Mr Morris
is
not
aware
of
any
other
information
that
would
be
reasonably
required
by
Shareholders to
allow
them
to
make
a
decision
whether
it
is
in
the
best
interests
of
the
Company
to
pass Resolution
5;
(r) Mr
J.
William
Phillips
who
does
not
have
a
material
personal
interest
in
the
outcome
of
Resolution 5
recommends
that
Shareholders
vote
in
favour
of
Resolution
5
for
the
reasons
set
out
above.
Mr Phillips
is
not
aware
of
any
other
information
that
would
be
reasonably
required
by
Shareholders to
allow
them
to
make
a
decision
whether
it
is
in
the
best
interests
of
the
Company
to
pass Resolution
5;
and
(s) Mr
Andrew
Spinks
who
does
not
have
a
material
personal
interest
in
the
outcome
of
Resolution
5 recommends
that
Shareholders
vote
in
favour
of
Resolution
5
for
the
reasons
set
out
above.
Mr Spinks
is
not
aware
of
any
other
information
that
would
be
reasonably
required
by
Shareholders to
allow
them
to
make
a
decision
whether
it
is
in
the
best
interests
of
the
Company
to
pass Resolution

Shareholder approval (ASX Listing Rule 10.14)

ASX
Listing
Rule
10.14
provides
that
a
company
must
not
permit
a
director
of
the
company
to
acquire securities
under
an
employee
incentive
scheme
without
the
approval
of
shareholders
for
the acquisition.
The
Plan
is
considered
to
be
an
employee
incentive
scheme
for
the
purposes
of
the
ASX Listing
Rules.

Notice
of
Annual
General
Meeting
|
7
November
2013
|
Explanatory
Memorandum

Page
12

==> picture [151 x 106] intentionally omitted <==

In
accordance
with
ASX
Listing
Rule
10.15,
the
following
information
is
provided
to
Shareholders
in relation
to
Resolution
5:

(a) the
maximum
number
of
securities
that
may
be
issued
to
the
Participating
Director
under Resolution
5
is
588,653
Share
Rights;
(b) the
issue
price
of
the
Share
Rights
will
be
as
$0.306
per
Share
Right;
(c) a
total
of
270,269
Share
Rights
have
been
issued
under
the
Plan:
172,972
to
the
former
Managing Director,
Mr
Chris
Start
and
97,297
to
Mr
Timothy
Spencer,
Interim
Managing
Director.
The
issue of
those
Share
Rights
was
approved
at
the
2012
Annual
General
Meeting
of
Shareholders.

The issue
price
was
$1.11.

Upon
the
resignation
of
the
former
Managing
Director
in
June
2013, 172,972
Share
Rights
were
cancelled,
leaving
a
balance
of
97,297
issued
to
Mr.
Spencer;

(d) Directors
may
participate
in
the
Plan;
(e) the
Company
will
not
provide
a
loan
to
the
Participating
Director
to
fund
the
payment
for
the subscription
price
for
the
Share
Rights;
(f) it
is
proposed
that
the
Share
Rights
will
be
issued
on
one
date
within
12
months
from
the
date
of the
Meeting,
however,
the
Company
reserves
the
right
to
issue
the
Share
Rights
progressively; and
(g) the
Shares
issued
upon
conversion
of
the
Share
Rights
issued
pursuant
to
Resolution
5
will
rank equally
with
all
other
Shares
on
issue.

Performance Conditions/Vesting of Performance Rights

Subject
to
the
Plan
Rules,
the
number
of
Share
Rights
that
vest
under
the
2013
Share
Rights
Offers
will be
determined
according
to
the
Company’s
total
shareholder
return
(“ TSR ”)
performance
compared with
the
TSR
performance
of
a
group
of
comparable
ASX-‐listed
gold
mining
companies
over
the
period from
1
July
2013
to
30
June
2016
(the
‘Performance
Period’).

TSR is
the
change
in
a
company’s
total
shareholder
return
(basically
share
price
growth
plus
dividends and
distributions,
on
the
assumption
that
all
dividends
and
distributions
are
re-‐invested,
together with
any
other
shareholder
returns)
over
the
Performance
Period.
TSR
therefore
reflects
the
change in
shareholder
value
of
KRM
and
the
comparator
companies
over
the
Performance
Period.

The
Company’s
relative
TSR
ranking
will
be
assessed
as
at
30
June
2016
(using
the
average
closing price
of
shares
over
the
three
months
up
to
and
including
that
date)
by
comparing
the
Company’s
TSR performance
with
the
TSR
performance
of
the
entities
in
the
comparator
group
over
the
same
period.

For
the
2013
Share
Rights
Offer,
the
comparator
group
will
consist
of
19
selected
ASX-‐listed
gold mining
companies.
All
of
the
comparator
group
companies
that
continue
to
be
listed
on
the
ASX
will remain
in
the
comparator
group,
but
companies
that
cease
to
be
listed
because
of
mergers,
de-‐listings etc.
will
drop
out
of
the
comparator
group
and
will
not
be
replaced.

**KRM

Relative
TSR
LTI
Comparator
Group
Companies**

The
peer
group
is
comprised
of
companies
that
focus
on
gold
exploration
and/or
production
that
have a
market
capitalization
that
is
around
one
third
to
three
times
that
of
Kingsrose’s
market capitalization.

The
peer
group
was
selected
with
the
assistance
of
analyses
by
the
Board's independent
adviser,
Guerdon
Associates.

Notice
of
Annual
General
Meeting
|
7
November
2013
|
Explanatory
Memorandum

Page
13

==> picture [151 x 106] intentionally omitted <==

The
list
below
shows
the
19
comparator
on
these
selection
criteria,
as
well
as
Kingsrose
Mining Limited
and
its
relative
positioning
as
at
30
June
2013.

			Market
	ASX Ticker	Name	Capitalisation	Sector
EVN		Evolution Mining Ltd	$403m	Gold
MML		Medusa Mining Ltd	$291m	Gold
RSG		Resolute Mining Ltd	$384m	Gold
SLR		Silver Lake Resources Ltd	$227m	Gold
KCN		Kingsgate Consolidated Ltd	$191m	Gold
BDR		Beadell Resources Ltd	$394m	Gold
GDO		Gold One International Ltd	$171m	Gold
SBM		St Barbara Ltd	$220m	Gold
NST		Northern Star Resources Ltd	$246m	Gold
TRY		Troy Resources Ltd	$255m	Gold
PIR		Papillon Resources Ltd	$226m	Gold
TAM		Tanami Gold NL	$29m	Gold
SAR		Saracen Mineral Holdings Ltd	$71m	Gold
RED		Red 5 Ltd	$84m	Gold
FML		Focus Minerals	$91m	Gold
RMS		Ramelius Resources Ltd	$37m	Gold
SIH		Sihayo Gold Ltd	$6m	Gold
CDG		Cleveland Mining Co Ltd	$19m	Diversified Metals & Mining
KRM		Kingsrose Mining Ltd	$104m	Gold
		KRM Percentile Ranking	39

None
of
the
Share
Rights
in
the
2013
Plan
offer
will
vest
unless
the
Company’s
TSR
over
the Performance
Period
is
at
least
equal
to
the
TSR
of
the
company
that
is
at
the
50[th] percentile (median)
of
the
companies
in
the
comparator
group,
ranked
by
their
TSR
performance,
at which
point
50%
of
the
Share
Rights
in
the
2013
Share
Rights
Offer
will
vest.
All
of
the
Share
Rights
in
the
2013
Share
Rights
Offer
will
vest
if
the
Company’s
TSR
over
the Performance
Period
is
equal
to
or
greater
than
the
TSR
of
the
company
that
is
at
the
75[th] percentile
of
the
companies
in
the
comparator
group,
ranked
by
their
TSR
performance.
The
proportion
of
the
Share
Rights
in
the
2013
Share
Rights
Offer
that
vests
increases progressively
on
a
linear
basis
for
the
Company’s
relative
TSR
performance
between
that
of
the companies
at
the
50[th] percentile
and
the
75[th] percentile
of
the
companies
in
the
comparator group,
ranked
by
their
TSR
performance.

Notice
of
Annual
General
Meeting
|
7
November
2013
|
Explanatory
Memorandum

Page
14

Glossary

==> picture [151 x 106] intentionally omitted <==

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

A$ means
the
lawful
currency
of
Australia.

Annual
General
Meeting or Meeting means
the
meeting
convened
by
the
Notice .

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.

Constitution means
the
constitution
of
the
Company.

Corporations
Act means
the Corporations
Act
2001 (Cth).

Directors means
the
directors
of
the
Company,
ie:
John
C.
Morris;
Timothy
G.
Spencer;
J.
William
Phillips; Andrew
P.
Spinks.

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 means
this
Notice
of
Annual
General
Meeting
and
includes
the
Explanatory
Memorandum
and
Proxy
Form.

Plan means
Kingsrose
Mining
Limited
Employee
Option
and
Share
Rights
Plan
2012.

Resolution means
a
resolution
contained
in
this
Notice
of
General
Meeting.

Share means
a
fully
paid
ordinary
share
in
the
capital
of
the
Company.

Share
Rights means
rights
to
acquire
Shares
issued
pursuant
to
the
Plan.

Shareholder means
a
shareholder
of
the
Company.

WST means
Australian
Western
Standard
Time.

Notice
of
Annual
General
Meeting
|
7
November
2013
|
Explanatory
Memorandum

Page
15

==> picture [151 x 106] intentionally omitted <==

**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,
7
November,
2013
at
10.30am (WST)
and
at
any
adjournment
of
that
meeting.

Dated:

==> picture [427 x 133] intentionally omitted <==

----- Start of picture text -----

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)
----- End of picture text -----

**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:

Execute
the
Certificate
following
the
procedure
required
by
your
Constitution
or
other
constituent
documents.
Print
the
name
and
position
(e.g.
director)
of
each
company
officer
who
signs
this
Certificate
on
behalf of
the
Company.
Insert
the
date
of
execution
where
indicated.
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,
5 November

Alternatively
the
original
Certificate
of
Appointment
may
be
presented
upon attendance
at
the
Annual
General
Meeting
of
the
Company.

Notice
of
Annual
General
Meeting
|
7
November
2013
|
Explanatory
Memorandum

Page
16

PROXY FORM

Please return this Proxy Form by 10:30am (WST) on Tuesday, 5 November 2013 to: Company Secretary Kingsrose Mining Limited Suite 9, Level 2, 12-14 Thelma Street West Perth, Western Australia

Or by fax to +61 8 9486 1151

==> picture [139 x 84] intentionally omitted <==

I/We

being a Member of Kingsrose Mining Limited entitled to attend and vote at the Annual General Meeting, hereby

Appoint

Name of Proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s nominee, to vote in favour of Resolution 1 (unless otherwise indicated below by ticking one of the boxes next to Resolution 1) and to vote in relation to each of Resolutions 4 and 5 in accordance with the following directions or, if no directions have been given in relation to any of Resolutions 4 and 5, as the proxy sees fit, at the Annual General Meeting to be held at The Celtic Club, 48 Ord Street, West Perth, 6005, Western Australia on Thursday, 7 November 2013 at 10.30 am (WST) and at any adjournment thereof.

Voting Directions on Business of the Annual General Meeting FOR AGAINST ABSTAIN* Resolution 1 Adoption of Remuneration Report (i)    Resolution 2 Re-election of Director – Mr. John C. Morris    Resolution 3 Re-election of Director – Mr. Andrew P. Spinks    Resolution 4 Ratification of Securities (ii)    Resolution 5 Long-term incentive – Mr. Timothy G. Spencer (iii)   

If you mark the Abstain box for a particular item, you are directing your proxy not* to vote on your behalf on a show of hands or on a poll and you votes will not be counted in computing the required majority on a poll.

(i) Resolution 1 IF THE CHAIRMAN IS APPOINTED AS YOUR PROXY, THE CHAIRMAN WILL VOTE IN FAVOUR OF RESOLUTION 1 UNLESS YOU DIRECT OTHERWISE BY TICKING ONE OF THE BOXES ABOVE NEXT TO RESOLUTION 1.

(ii) Resolution 4

IF YOU DO NOT WISH TO DIRECT THE CHAIRMAN AS YOUR PROXY TO VOTE ON RESOLUTION 4, PLACE A MARK IN THIS BOX.

(iii) Resolution 5

IF YOU DO NOT WISH TO DIRECT THE CHAIRMAN AS YOUR PROXY TO VOTE ON RESOLUTION 5, PLACE A MARK IN THIS BOX.

By marking any of these boxes you acknowledge that the Chairman may exercise your proxy even if he or she has an interest in the outcome of the respective resolution, and that votes cast by him or her, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box and you have not directed your proxy how to vote, the Chairman will not cast your votes on the respective resolutions and your votes will not be counted in calculating the required majority if a poll is called on a resolution.

If two proxies are being appointed, the proportion of voting rights this proxy represents is _____ %

Signed this day of 2013.

By: Individuals andjoint holders Signature Signature Signature	By: Companies(affix common seal if appropriate)
	Director

	Director/Secretary

Signature	Sole Director and Sole Secretary

IMPORTANT: Please provide the following information should we need to contact you. Name: Day time contact number:

Notice of Annual General Meeting | 7 November 2013 | Proxy Form

Instructions for Completing Appointment of Proxy Form

1.

2.

3.

In accordance with Section 249L of the Corporations Act, a shareholder of the Company who is entitled to attend cast two or more votes at a general meeting of shareholders is entitled to appoint two proxies. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.
A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.
Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
two directors of the company;
a director and a company secretary of the company; or
for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in sections 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with sections 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

Completion of a Proxy Form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.
Where a Proxy Form or form of Appointment of Corporate Representative is lodged and is executed under power of attorney, the Proxy Form and the original or certified copy of any power of attorney under which it is signed must be lodged in like manner as this proxy and received no later than 48 prior to the time of commencement of the Meeting.

In accordance with section 250BA of the Corporations Act the Company specifies the following for the purposes of receipt of proxy appointments -

Registered Office: Suite 9, Level 2, 12-14 Thelma Street, West Perth, WA 6005. Fax Number: +61 8 9486 1151.

Proxy appointments are to be received no later than 48 hours prior to the time of commencement of the Meeting. Any proxy received after that time will not be valid.

If you need any further information about this form or attendance at the Company’s Annual General Meeting, please contact Jeanette Smith, Company Secretary, on 08 9486 1149.

Notice of Annual General Meeting | 7 November 2013 | Proxy Form

AI assistant

KINGSROSE MINING LIMITED — AGM Information 2013

65202_rns_2013-10-03_697ab6e5-4830-40a4-bc98-30e4349b74be.pdf

4 October 2013

2013 NOTICE OF ANNUAL GENERAL MEETING

KINGSROSE

Venue

**How

**Voting

**Voting

_**Proxy

**Your

**NOTICE

**BUSINESS

_**Voting

• _**Ordinary Resolution 2

_**Ordinary Resolution 3

_**Ordinary Resolution 4

**EXPLANATORY

**PROXY

• Financial Statements and Reports

• **Resolution 1

NB: Voting Consequences

NB: Proxy Restrictions

•

**Resolution 2

•

**Resolution 3

**Resolution 4

Background

Performance Conditions/Vesting of Performance Rights

**KRM

Glossary

**APPOINTMENT

**Under

**Instructions

PROXY FORM

Appoint

Name of Proxy

(ii) Resolution 4

(iii) Resolution 5

Instructions for Completing Appointment of Proxy Form

1.

2.

3.

More from KINGSROSE MINING LIMITED

KINGSROSE MINING LIMITED AGM Information 2013