KINGSROSE MINING LIMITED — AGM Information 2016

Oct 13, 2016

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NOTICE OF ANNUAL GENERAL MEETING

AND EXPLANATORY STATEMENT

KINGSROSE MINING LIMITED | ACN 112 389 910

DATE: 17 November 2016 TIME: 10am (WST) LOCATION: The Celtic Club 48 Ord Street West Perth WA 6005

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their professional adviser without delay. Should you wish to discuss the matters in this Notice of Annual General Meeting and Explanatory Statement please do not hesitate to contact the Company Secretary on + 61 8 9486 1149.

CONTENTS

Notice of Annual General Meeting (setting out the proposed resolutions) Page 3 Explanatory Statement (explaining the proposed resolutions) Page 6 Glossary Page 8

DETAILS OF THE MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Kingsrose Mining Limited (ACN 112 389 910) will be held at The Celtic Club, 48 Ord Street West Perth, Western Australia on Thursday, 17 November 2016 at 10am WST.

YOUR VOTE AND VOTING ELIGIBILITY

The business of the Annual General Meeting affects your shareholding and your vote is important. To vote in person, attend the Meeting at the time, date and place as set out above. If you are unable to attend the Meeting, you are encouraged to complete and return the Proxy Form attached to this Notice of Meeting and Explanatory Statement.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4pm (WST) on Tuesday, 15 November 2016.

VOTING BY PROXY

All Shareholders who are entitled to attend and vote at the Meeting have the right to appoint a proxy to attend and vote for them. The proxy does not have to be a Shareholder. Shareholders holding two or more Shares can appoint either one or two proxies. If two proxies are appointed, the appointing Shareholder can specify what proportion of their votes they want each proxy to exercise.

You can direct your proxy to vote “for”, “against” or “abstain” from voting on each resolution by marking the appropriate box in the Voting Directions section of the Proxy Form.

If a proxy holder votes, they must cast all votes as directed. Any directed proxies that are not voted will automatically default to the Chair, who must vote the proxies as directed.

If you sign the Proxy Form, but do not complete the boxes in the Voting Directions section of the Proxy Form, the Chair will be appointed as your proxy.

If you appoint the Chair as your proxy and do not direct him how to vote, you are expressly authorising the Chair to cast your undirected proxy on all proposed Resolutions in accordance with the Chair’s intentions set out below.

If the Chair of the meeting is appointed, or taken to be appointed as a Shareholder’s proxy and the appointment does not direct the Chair as to how to vote on a resolution, the Chair intends to exercise all available votes in favour of all proposed Resolutions.

Kingsrose Mining Limited | 2016 Notice of Annual General Meeting

Page 1

The Completed Proxy Form must be received at the office of Link Market Services Limited, as detailed below by 10am (WST) on Tuesday, 15 November 2016.

Proxy Forms received later than this time will be deemed invalid.

By Post: Link Market Services Limited, Locked Bag A14 Sydney South NSW 1235 By Delivery : Link Market Services Limited, 1A Homebush Bay Drive Rhodes NSW 2138 By Facsimile: From overseas: +61 2 9287 0309 From Australia: 02 9287 0309 Online: Login to the Link Market Services’ website www.linkmarketservices.com.au, select ‘Investor Login’ and enter Kingsrose Mining Limited or the ASX code (KRM) in the Issuer name field, your Security Reference Number (SRN) or Holder Identifier Number (HIN) (which is shown on your proxy form), postcode and security code which is shown on the screen and click ‘Login’. Select the ‘Voting’ tab and then follow the prompts. You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website.

VOTING BY ATTORNEY

If a Shareholder has appointed an attorney to attend and vote at the Meeting, or if the proxy is signed by an attorney, the power of attorney (or a credited copy of the power of attorney) must be sent using one of the methods listed above for the receipt of Proxy Forms and received before the Proxy Deadline (unless this document has been previously lodged with the Company’s Share Registry for notation).

VOTING BY CORPORATE REPRESENTATIVE

A body corporate which is a Shareholder, or which has been appointed a proxy, may appoint an individual to act as its representative at the Meeting. The appointment must comply with the requirements in Section 250D of the Corporations Act.

Alternatively, Shareholders can download and fill out the ‘Appointment of Corporate Representation’ form from Link Market Services Limited’s website www.linkmarketservices.com.au. Select the “Investor Services” tab and click on Forms.

The appointed corporate representative should bring evidence of his or her appointment to the Meeting, unless it has previously been given to the Company.

QUERIES

If you have any queries regarding matters contained in this Notice of Meeting, please call the Company Secretary, Joanna Kiernan on +61 8 9486 1149.

Kingsrose Mining Limited | 2016 Notice of Annual General Meeting

Page 2

BUSINESS OF THE MEETING

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

ORDINARY BUSINESS 2016 FINANCIAL STATEMENTS & REPORT

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2016, together with the Directors’ Report and the Auditors’ Report.

Copies of these reports are included in the 2016 Annual Report sent to those Shareholders who elected to receive a hard copy. A copy of the report is also available on the Company’s website www.kingsrosemining.com.au

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider, and if thought fit, to pass, with or without amendment, the following resolution as a non-binding advisory resolution:

“That for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the Company and its controlled entities for the year ended 30 June 2016 as contained in the Company’s Annual Financial Report be approved and adopted.”

Note: The vote of the Remuneration Report is advisory only and does not bind the Directors of the Company.

Voting Prohibition Statement:

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of either 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 Resolution 1 as a proxy if the vote is not cast on behalf of a person described above and either:

• (a) The voter is appointed as a proxy by writing that specifies the way the proxy is to vote on Resolution 1; or

• (b) 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 Resolution 1; and

• (ii) Expressly authorises the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.

RESOLUTION 2 – RE-ELECTION OF DIRECTOR | MR ANDREW SPINKS

To consider and, if thought fit, to pass, with or without amendment the following resolution as an ordinary resolution:

“That, for the purpose of clause 12.11 of the Company’s Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Andrew Spinks, a Director, retires by rotation and being eligible, is re-elected as a Director.”

Kingsrose Mining Limited | 2016 Notice of Annual General Meeting

Page 3

RESOLUTION 3 – RE-ELECTION OF DIRECTOR | MR DOUGLAS KIRWIN

To consider and, if thought fit, to pass, with or without amendment the following resolution as an ordinary resolution:

“That, for the purpose of clause 12.17 of the Company’s Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Douglas Kirwin, a Director, appointed on 2 May 2016 retires and being eligible, is re-elected as a Director.”

By Order of the Board of Directors

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Joanna Kiernan Company Secretary 14 October 2016

Kingsrose Mining Limited | 2016 Notice of Annual General Meeting

Page 4

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Annual General Meeting of the Company, convened for Thursday, 17 November 2016 commencing at 10am (WST).

2016 FINANCIAL STATEMENTS AND REPORTS

In accordance with the Corporations Act, the business of the Annual General Meeting will include receipt and consideration of the Financial Report, the Directors’ Report and the Auditors’ Report for the financial year ended 30 June 2016.

The Company has provided a copy of the 2016 Annual Report to those Shareholders who specifically requested a copy. The Company’s Annual Report is available on its website www.kingsrosemining.com.au

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

General

Section 250R(2) of the Corporations Act requires that at a listed company’s Annual General Meeting a resolution that the Remuneration Report must be presented to Shareholders for their consideration and adoption.

The Remuneration Report is set out in the Company’s 2016 Annual Report on pages 22 to 33 and sets out the Company’s remuneration framework and policies and the remuneration arrangements for the Directors and Senior Executives of the Company.

Voting Consequences – “two strikes rule”

Section 250R(3) of the Corporations Act provides that the vote on the adoption of the Remuneration Report is for advisory purposes only and will not bind the Directors or the Company. The Board will however, take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company. Under the Corporations Act if at two consecutive annual general meetings, at least 25% or more of the votes cast on a Remuneration Report resolution are voted against the adoption of the Remuneration Report then a further resolution ( Spill Resolution ) may be required to be considered at the second annual general meeting as to whether a further meeting be convened (within 90 days) to put certain Directors to re-election. The Directors to be put to re-election are those Directors (other than the Managing Director) who were in office at the date when the resolution to make the directors report (considered at the later annual general meeting) was passed.

Previous Voting Results

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

RESOLUTION 2 – RE-ELECTION OF DIRECTOR | MR ANDREW SPINKS

Clause 12.11 of the Company’s Constitution and ASX Listing Rule 14.4 requires that at every Annual General Meeting onethird of the Directors for the time being, or, if their number is not a multiple of three, then the number nearest one-third, shall retire from office, 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 retiring and submitting himself or herself for re-election.

Accordingly, Mr Andrew Spinks is required to retire by rotation, and being eligible, offers himself for re-election as a Director.

Kingsrose Mining Limited |Explanatory Statement

Page 6

Mr Spinks is a geologist with over 26 years’ 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 Pty Ltd and is responsible for the strategy, target generation and acquisitions of that company. Mr Spinks is currently the Managing Director of Kirbaran Resources Limited.

Mr Spinks is an Independent Non-Executive Director and is the Chairman of the Audit Committee and a member of the Remuneration Committee. He was first appointed as a Non-Executive Director of the Company on 21 August 2012.

Recommendation: The Directors unanimously recommend that Shareholders vote in favour of Resolution 2.

RESOLUTION 3 – RE-ELECTION OF DIRECTOR | MR DOUGLAS KIRWIN

Clause 12.16 of the Constitution allows the Directors to appoint at any time a person to be a Director, either to fill a causal vacancy or as an addition to the existing number of Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Any Director so appointed holds office only until the following annual general meeting of the Company and is then eligible for re-election.

Mr Douglas Kirwin was appointed to the Board as an Independent Non-Executive Director on 2 May 2016.

Mr Kirwin will retire in accordance with clause 12.17 of the Constitution and, being eligible, seeks re-election.

Mr Kirwin is a highly regarded geologist and a leading expert in narrow vein epithermal geology with over 45 years’ experience mainly in the Asia-Pacific region. He was previously the exploration Executive Vice-President of Ivanhoe Mines and was Managing Director of International Geological Services Pty Ltd. Mr Kirwin has also held severeal senior positions with Anglo American and Amax. Mr Kirwin is currently an adjunct research professor at James Cook University.

It is expected that Mr Kirwin will be instrumental in reinvigorating the Company’s exploration program moving forward.

Recommendation: The Directors unanimously recommend that Shareholders vote in favour of Resolution 3.

Kingsrose Mining Limited |Explanatory Statement

Page 7

GLOSSARY

A$ means the official currency of the Commonwealth 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.

ASX Listing Rules or Listing Rules means the Listing Rules of the ASX.

Board means the current 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.

Chair means the chair of the meeting.

Company means Kingsrose Mining Limited (ACN 112 389 910)

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying this Notice.

Group Company means the Company or an associated body corporate, or any combination of them, as the context requires. Managing Director means the managing director of the Company who may, in accordance with the ASX Listing Rules, continue to hold office indefinitely without being re-elected to the office.

Notice means this Notice of Annual General Meeting and includes the Explanatory Statement and Proxy Form. Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2016.

Resolutions means the proposed resolutions set out in the Notice, or any one of them, as the context requires. Shareholder means a shareholder of the Company.

WST means Australian Western Standard Time as observed in Perth, Western Australia.

Kingsrose Mining Limited |Explanatory Statement

Page 8

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ABN 49 112 389 910

LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au

• BY MAIL

• Kingsrose Mining Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX

+61 2 9287 0309

• BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138

 ALL ENQUIRIES TO Telephone: +61 1300 554 474 PROXY FORM I/We being a member(s) of Kingsrose Mining Limited and entitled to attend and vote hereby appoint: APPOINT A PROXY the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:00am (WST) on Thursday, 17 November 2016 at The Celtic Club, 48 Ord Street, West Perth, Western Australia 6005 (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolution 1: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 1, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * 1 Adoption of Remuneration Report

Resolutions 1 Adoption of Remuneration Report

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• 2 Re-election of Director – Mr Andrew Spinks

• 3 Re-election of Director – Mr Douglas Kirwin

 * 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 your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

KRM PRX1602C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am (WST) on Tuesday, 15 November 2016, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

APPOINTMENT OF PROXY

Proxy Forms may be lodged using the reply paid envelope or:

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

• ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP.

BY MAIL  Kingsrose Mining Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309

with the remuneration of KMP. C/- Link Market Services Limited VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT Locked Bag A14 You may direct your proxy how to vote by placing a mark in one of the Sydney South NSW 1235 boxes opposite each item of business. All your shares will be voted in Australia accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or  BY FAX number of shares you wish to vote in the appropriate box or boxes. If you +61 2 9287 0309 do not mark any of the boxes on the items of business, your proxy may BY HAND vote as he or she chooses. If you mark more than one box on an item your  vote on that item will be invalid. delivering it to Link Market Services Limited 1A Homebush Bay Drive APPOINTMENT OF A SECOND PROXY Rhodes NSW 2138 You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s * During business hours (Monday to Friday, 9:00am–5:00pm) share registry or you may copy this form and return them both together. To appoint a second proxy you must: (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and (b) return both forms together. SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: Individual:* where the holding is in one name, the holder must sign.

You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.