KINGSROSE MINING LIMITED — Capital/Financing Update 2007

Nov 12, 2007

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Kingsrose Mining Limited ABN 49 112 389 910

P R O S P E C T U S

For the Offer of 30,000,000 Shares at an issue price of 20 cents each to raise $6,000,000

Important Notice

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This Prospectus is dated 1 November 2007 and was lodged with ASIC on that date. Neither ASIC, ASX nor any of their respective officers take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No securities will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

Application will be made to ASX within 7 days after the date of this Prospectus for the quotation of the Shares the subject of this Prospectus.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it should not be lawful to make such an offer.

It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. An investment in the securities the subject of this Prospectus should be considered highly speculative.

WEB SITE – ELECTRONIC PROSPECTUS

A copy of this Prospectus is available and can be downloaded from the website of the Company at kingsrosemining.com.au. Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company.

EXPOSURE PERIOD

In accordance with Chapter 6D of the Corporations Act, this Prospectus is subject to an exposure period of 7 days from the date of lodgment with ASIC. This period may be extended by the ASIC for a further period of up to 7 days. The purpose of this exposure period is to enable this Prospectus to be examined by market participants prior to the raising of funds. If this Prospectus is found to be deficient, any Application Forms received during the exposure period will be dealt with in accordance with section 724 of the Corporations Act. Application Forms received prior to the expiration of the exposure period will not be processed until after the exposure period. No preference will be conferred on Application Forms received in the exposure period and all Application Forms received during the exposure period will be treated as if they were simultaneously received on the Opening Date.

Certain terms and abbreviations used in this Prospectus have defined meanings which are explained in the Glossary.

The assets depicted in photographs in this Prospectus are not assets of the Company unless otherwise stated.

Table of Contents

Section	1	Key Points	2
Section	2	Chairman’s Letter	3
Section	3	Investment Overview	4
Section	4	Details of the Offer	6
Section	5	Company and Project Overview	9
Section	6	Directors and Corporate Governance	11
Section	7	Risk Factors	14
Section	8	Independent Geologist’s Report	18
Section	9	Investigating Accountant’s Report	38
Section	10	Solicitor’s Report	52
Section	11	Material Contacts	62
Section	12	Additional Information	63
Section	13	Directors’ Responsibility and Consent	69
Section	14	Glossary	70
		Application Form	71

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Corporate Directory

DIRECTORS

John Morris (Non-Executive Chairman) David Hatch (Managing Director) Michael (Mike) Andrews (Non-Executive Director) J. William (Bill) Phillips (Non-Executive Director)

COMPANY SECRETARY Jeannette Smith

REGISTERED AND BUSINESS OFFICE Suite 3, 16 Kearns Crescent, Applecross Western Australia, 6153 Website: www.kingsrosemining.com.au

SOLICITORS Fairweather & Lemonis Level 9 172 St Georges Terrace Perth, Western Australia, 6000

INVESTIGATING ACCOUNTANT Mack & Co Flr 2/35 Havelock Street West Perth, Western Australia, 6005

SHARE REGISTRY Advanced Share Registry Services 110 Stirling Highway Nedlands, Western Australia, 6009 Tel: +61 8 9389 8033

INDEPENDENT GEOLOGIST Geological Investigations Pty Ltd 4 Minim Close Mosman Park, Western Australia, 6012

Page 1

Section 1 Key Points

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• The Company’s objective is to become a profitable producer. Initially the Company will be a single project company developing the underground Sand Queen Gold Mine in joint venture with Reed Resources Limited. The Joint Venture is currently only over the underground mining potential of the Joint Venture tenement area (Initial Tenements) and all reference to the Sand Queen Gold Mine is a reference to the underground gold and silver potentials of such tenements.

• The Company will issue a total of 26,250,000 Shares, 11,000,000 Convertible Notes (a total of $2,200,000 face value) and repay moneys under the Asset Sale Agreement and associated debt conversion agreements in order to acquire the Joint Venture interest and discharge various debt.

• The Company is aiming for the Sand Queen Gold Mine to be in full scale commercial production in the first quarter of 2008 based on the resources outlined in the Independent Geologist’s Report and the development work carried out to date.

• The resource outlined in the Joint Venture area is 190,498 tonnes at 12.1 grams of gold per tonne (JORC Code category indicated resources) and 169,707 tonnes at 11.4 grams of gold per tonne (JORC Code category inferred resources), giving an in ground resource of 136,518 ounces of gold. In accordance with JORC Code requirements the Independent Geologist has rounded these resources to 360,200 tonnes at 12 grams of gold a tonne for a total of 136,500 ounces of gold.

• The Company’s joint venture interest in this resource will be 50%. To earn this 50% the Company must pay all costs of mining. Under a similar arrangement for the area below the 243 metre level the Company will earn 60% of the gold. Details of the joint venture obligations are in Schedule 2 to the Solicitor’s Report in section 10.

• The Company will also seek to pursue complementary opportunities that the Directors consider have the potential to add value.

• The Company has a Board with mining, exploration, project evaluation and corporate skills to oversee developments as they arise, however it may seek additional skilled personnel to ensure maximum benefit for Shareholders.

• An investment in the Shares the subject of this Prospectus is highly speculative as a result of the nature of the Company’s business as an early stage production company. No investment should be made if the loss of that investment would have a temporary or permanent material effect on the personal financial circumstances of the investor.

• Specific and general risk factors are outlined in section 7. Significant risks for a producing company are that there can be no assurance that the resources to be mined will maintain the forecast grade and tonnage and that treatment will achieve the forecast recovery of gold. By the Joint Venture Agreement the Company will be at risk to lose its Joint Venture interest if the gold production milestone of 25,000 ounces of gold is not achieved by 31 May 2009. The actual price of gold in the future cannot be forecast with any certainty. Development of further resources, either within the Comet Vale Joint Venture area or in new projects is also inherently uncertain, as are all input costs and the availability of skilled personnel.

This information is a selective overview only and should be read in conjunction with the more detailed information appearing elsewhere in this Prospectus. Investors should read this Prospectus in its entirety and not rely solely on this overview.

Page 2

Section 2 Chairman’s Letter

Dear Investor,

On behalf of the Directors of Kingsrose Mining Limited, it is my pleasure to invite you to become a Shareholder in the Company.

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The Company’s objective is to become a successful producer of gold. Our first project is to continue the underground development of the Sand Queen Gold Mine at Comet Vale in Western Australia. The Comet Vale Joint Venture interest which the Company will acquire is a significant asset; the Joint Venture has already produced gold from ore mined during development and has a current stockpile of ore ready to be processed.

The Sand Queen Gold Mine is a high grade underground project which has been re-developed as a producing mine over the last two years.

The Company’s joint venture partner, Reed Resources Ltd, has carried out significant exploration on the mining leases on which the Sand Queen Gold Mine is situated.

Indicated and Inferred resources identified to date include 360,200 tonnes at an average of 12 g/t. Three parcels of mainly development ore have been processed at the toll treatment facility and subsequently sold. Recovered ounces totalled, 643ozs, 1,006ozs and 1,529ozs respectively. Our share was 50% less a 2% royalty resulting in net revenue to the Company of $611,602. New development on the 3 level continues to open up stoping blocks thereby enabling the extraction of anticipated higher grade ore tonnage in subsequent milling parcels.

Under the terms of the Joint Venture interest being acquired, the Company is responsible for all costs of developing and mining of the ore. Reed Resources Ltd is responsible for all transport and treatment costs as well as tenement management. If 25,000 ounces of gold is recovered by May 2009 then the Company will have earned and be registered as 50% owner of the Joint Venture tenements.

The project is described in greater detail in the Company and Project Overview section and the Independent Geologist’s Report. Risks of exploration, development, mining and treatment are addressed in further detail in the Risks section.

The Board brings together technical and corporate experience in the fields of mining, exploration and project evaluation.

The Board has experience in running public companies in a cost effective manner to ensure that maximum benefit is gained from company funds. Day-to-day mining and development will be carried out by Westralmen Pty Ltd. The personnel of Westralmen Pty Ltd are currently working at the Sand Queen Gold Mine. Corporate management activities will be carried out by David Hatch as managing director and, where necessary, the Board as a whole.

The Company will be actively reviewing and assessing other projects. The Company is seeking to raise $6,000,000 at Full Subscription.

Details of our interest in the Comet Vale Joint Venture, our proposed activities and the investment risks are contained in this Prospectus. Please study this document carefully and seek professional advice if necessary to make an informed decision.

On behalf of the Directors, I commend this Offer to you and look forward to welcoming you as a Shareholder in the Company.

Yours sincerely

John Morris Chairman Kingsrose Mining Limited

Page 3

Section 3 Investment Overview

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3.1 Important Notice

This section is not intended to provide full information for investors intending to apply for Shares offered under this Prospectus. This Prospectus should be read and considered in its entirety.

3.2 Key Offer Statistics

3.2 Key Offer Statistics
Offer Price per Share	20 cents
Existing Shares	8,800,020
Shares to be issued to the Kingsrose Unit Trust	20,000,000
Shares to be issued to Airedale (Asia) Limited	6,250,000
Shares Offered under this Prospectus	30,000,000
Total Issued Shares at listing on ASX	65,050,020
Market Capitalisation upon Shares at Offer Price	$13,010,004

There are 5,500,000 unlisted Options on issue and there will also be 11,000,000 unlisted Convertible Notes on issue with a face value of 20 cents per note. Please refer to sections 12.4 and 12.5 of the Prospectus.

3.3 Indicative Timetable

3.3 Indicative Timetable
Prospectus lodged with ASIC	1 November 2007
Opening Date	9 November 2007
Estimated Closing Date	29 November 2007
Expected despatch of Holding Statements	4 December 2007
Securities issued under Asset Sale Agreement and
associated debt conversion agreements	5 December 2007
Expected date for Quotation of Shares on ASX	14 December 2007

The above dates are indicative only and may change without notice. The Company reserves the right to extend the Closing Date and the Offer or close the Offer early without notice. Applicants are encouraged to apply as soon as possible after the Offer opens.

3.4 Objectives

The objectives of the Offer are to:

• (a) fund a 2 year program to develop and mine the Sand Queen Gold Mine for the Joint Venture;

• (b) provide general working capital which may be applied in undertaking a review of any further resource projects that meets the Company’s strategy as detailed in section 5;

• (c) fund corporate administration costs;

• (d) pay the costs of the Prospectus process; and

• (e) repay debt.

3.5 Use of Proceeds and Funds

The Company intends to use cash on hand at 31 August 2007, the proceeds of gold sales, and the funds raised from the Offer broadly as follows:

Funds Available

Funds Available
Cash at Bank at 31 August 2007 plus seed capital	$230,741
Proceeds from sales of existing gold inventory (1)	$611,602
Funds from this Offer	$6,000,000
Total Funds Available	$6,842,343

Page 4

Application of Proceeds at Full Subscription
Two year development budget (2)	$2,511,605
Repayment of previous Joint Venture liabilities (3)	$631,472
Mining contact services payments to Westralmen Pty Ltd (4)	$836,000
Two year corporate administration costs	$600,000
Director salaries for two years	$860,000
Two year convertible note investment payments (5)	$264,000
Costs of the Offer (6)	$400,000
Repayment to bank of equipment loan	$251,212
Stamp duty on Asset Sale Agreement	$144,000
General Working Capital	$344,054
Total	$6,842,343

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The actual expenditures may vary from the above estimates and the Board reserves the right to appropriately vary the expenditures dependent on circumstances and other opportunities.

• (1) In relation to its Joint Venture interest the Company has received net sales of $611,602 from the sale of existing gold inventory from the Sand Queen Gold Mine produced mainly from ore mined during development after payment of a 2% royality.

• (2) The two year development budget is itemised by the Independent Geologist in his report at section 8.

• (3) See section 4.4 (f) in the Investigating Accountants Report.

• (4) As set out in section 11 the annual services fee payable to Westralmen Pty Ltd for mining services is $418,000.

• (5) Interest of 6% per annum is payable on the face value of the Convertible Notes,which face value totals $2,200,000.

• (6) The costs of the Offer assumes a commission fee of $300,000 being 5% on $6,000,000.

3.6 Working Capital

On successful completion of the Offer with at least Full Subscription, the Company will have enough working capital to carry out the objectives stated in this Prospectus.

3.7 Capital Structure

The capital structure of the Company will be:

The capital structure of the Company will be:
Shares
Existing Shareholders	8,800,020
Shares to be issued to the Kingsrose Unit Trust (1)	20,000,000
Shares to be issued to Airedale (Asia) Limited (2)	6,250,000
Shares under this Prospectus	30,000,000
Total Shares	65,050,020
Convertible Notes (Unlisted)
JW Phillips (3)	6,000,000
Airedale (Asia) Limited (3)	5,000,000
Total Convertible Notes	11,000,000
Options (Unlisted)
Options to Director’s and Company Secretary (4)	5,500,000
Total Options	5,500,000

Page 5

Section 3 Investment Overview

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• (1) The 20,000,000 Shares to be issued to the Kingsrose Unit Trust is in accordance with the Asset Sale Agreement.

• (2) The issue of 6,500,000 Shares to Airedale (Asia) Limited at 20 cents per Share will be in satisfaction and discharge of a debt of $1,250,000 owing by the Company.

• (3) The issue of the Convertible Notes at a face value of 20 cents each will be in satisfaction and discharge of a debt owing by the Company to JW Phillips ($1,200,000) and Airedale (Asia) Limited ($1,000,000). The full terms of the Convertible Notes are set out in section 12.5.

• (4) The Options to be issued to the Directors and Company Secretary have an exercise price of 25 cents and an expiry date of 31 December 2012. The full terms of the Options are set out in section 12.4.

3.8 Future Entitlements Option Issue

The Company intends to undertake a non-renounceable entitlements issue of Options to registered Shareholders at a time within 6 months of quotation of the Shares of the Company on the ASX.

The Options are intended to be offered for subscription at a price of 0.5 cents (1/2 cent) each and on the basis of one (1) Option for every two (2) Shares held. The Options will be exercisable at 20 cents per Share and will expire on 31 December 2012. Full details of the terms of the Options are set out in section 12.4 of this Prospectus.

At the same time as undertaking the entitlements issue, the Company intends to issue Options on the same terms and at the same subscription price to the holders of Convertible Notes on the basis of one (1) Option for every two (2) Convertible Notes held. This will result in the further issue of 5,500,000 Options.

Section 4

Details of the Offer

4.1 The Offer

By this Prospectus the Company offers 30,000,000 Shares at 20 cents each to raise $6,000,000 at Full Subscription.

The Company does not reserve the right to accept oversubscriptions.

The details of how to apply for Shares are set out below.

4.2 Minimum Subscription

The minimum subscription under the Offer is $6,000,000. The Company will not issue any Shares pursuant to this Prospectus until the minimum subscription is satisfied. The Offer is not underwritten.

Should the minimum subscription not be reached within 4 months from the date of this Prospectus, the Company will either repay the Application Moneys to the Applicants or issue a supplementary prospectus or replacement prospectus and allow Applicants one month to withdraw their Applications and be repaid their Application Moneys. No interest will be paid on these moneys.

4.3 Arrangements with Brokers

There is no underwriter or sponsoring broker. The Company reserves the right to pay a 5% commission or placement fee (exclusive of goods and services tax) on all moneys received from valid Applications lodged and accepted by the Company and bearing the stamp of any licensed securities dealer or Australian financial services licensee.

The costs of the Offer for the purposes of section 3.5 assumes a total broker commission or placement fee of $300,000 being 5% on all $6,000,000 received at Full Subscription under this Prospectus.

Page 6

4.4 Application for Shares

Applications for Shares by investors must be made using an Application Form.

Payment for the Shares must be made in full at the issue price of 20 cents per Share. Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 5,000 Shares. Completed Application Forms and accompanying cheques must be mailed or delivered as follows:

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By Post: By Delivery: Advanced Share Registry Services Advanced Share Registry Services PO Box 1156 110 Stirling Highway Nedlands, Western Australia, 6909 Nedlands, Western Australia, 6009

Cheques should be made payable to “Kingsrose Mining Limited – Offer Account” and crossed “Not Negotiable”. Completed Application Forms must reach the Share Registry by no later than the Closing Date.

4.5 Allocation and Allotment of Shares

The Company reserves the right to allocate Shares in full for any Application, or to allocate any lesser number, or to decline any Application. Allotment of Shares will be made as soon as possible after the Closing Date. Where no allotment is made to an Applicant, the Application Money will be returned in full by cheque with the relevant Application Form within 14 days of the Closing Date. Where the number of Shares allotted is less than the number of Shares applied for, the surplus Application Moneys will be returned by cheque to the Applicant within 14 days of the Closing Date. Interest will not be paid on refunded Application Money.

Pending the issue and allotment of Shares or payment of refunds pursuant to this Prospectus, all Application Money will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on such bank account and each Applicant waives the right to claim any such interest.

It is the responsibility of Applicants to determine their allotment prior to trading in Shares. Applicants who sell Shares before they receive their holding statements will do so at their own risk.

4.6 ASX Listing

The Company will apply to ASX within 7 days after the date of this Prospectus for quotation of the Shares offered by this Prospectus on ASX. If ASX does not grant permission for the quotation of the Shares offered under this Prospectus within 3 months after the date of this Prospectus, or such longer period as is permitted by the Corporations Act, none of the Shares offered by this Prospectus will be allotted or issued. In these circumstances, all Applications will be dealt with in accordance with the Corporations Act including the return of all Application Moneys without interest.

A decision by ASX to grant official quotation of the Shares is not to be taken in any way as an indication of ASX’s view as to the merits of the Company or of the Shares. ASX and its officers take no responsibility as to the contents of this Prospectus. Quotation, if granted, of the Shares offered by this Prospectus will commence as soon as practicable after statements of holdings of the Shares are dispatched.

The Company will not apply for quotation of the Convertible Notes.

4.7 Restricted Securities

The ASX may classify certain securities as being subject to the restricted securities provisions of the Listing Rules.

The holder of restricted securities is prohibited for the relevant restriction period from disposing or agreeing to dispose of the restricted securities, granting or agreeing to grant a security interest over the restricted securities or doing or omitting to do an act which would have the effect of transferring effective ownership or control of the restricted securities.

None of the Shares offered under this Prospectus will be treated as restricted securities and will be freely transferable from the date of their allotment.

Page 7

Section 4 Details of the Offer

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As at the date of this Prospectus, the ASX has not determined which Shares already on issue will be restricted securities and subject to ASX escrow restrictions. Based on their experience, the Directors expect that a significant proportion of such Shares will be restricted securities and subject to ASX escrow restrictions.

Directors, promoters and related parties that have subscribed for Shares as promoter or seed investors will likely have the Shares subject to escrow for a 24 month period commencing from the date on which the securities of the Company are first quoted on the ASX. Seed investors that are not Directors, related parties or promoters will have their Shares subject to escrow in accordance with the Listing Rules.

4.8 Applicants outside Australia

This Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction, or to any person to whom, it would not be lawful to make such an offer to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities law. No action has been taken to register or qualify the Shares or otherwise permit a public offering of the Shares the subject of this Prospectus in any jurisdiction outside Australia.

It is the responsibility of Applicants outside Australia to obtain all necessary approvals for the allotment and issue of Shares under this Prospectus. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by the Applicant that all relevant approvals have been obtained.

4.9 CHESS

The Company will apply to participate in the Clearing House Electronic Subregister System (CHESS). CHESS is operated by ASX Settlement and Transfer Corporation Pty Ltd (ASTC), a wholly owned subsidiary of ASX.

Under CHESS, the Company will not issue certificates to investors. Instead, security holders will receive a statement of their holdings in the Company. If an investor is broker sponsored, ASTC will send a CHESS statement.

4.10 Privacy Act

If you complete an Application Form, you will be providing personal information to the Company (directly or by the Share Registry). The Company will collect, hold and use that information to assess your Application, service your needs as a Shareholder, facilitate distribution payments (if made) and send corporate communications to you as a Shareholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Share Registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or the Share Registry if you wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (as amended), the Corporations Act and certain rules such as the ASTC Settlement Rules. You should note that if you do not provide the information required on the Application Form, the Company may not be able to accept or process your Application and, accordingly, you may not be allotted any Shares.

4.11 No Prospective Financial Forecasts

The Directors have considered the matters outlined in ASIC Policy Statement 170. Given that the Company is an early stage gold production company and the highly speculative nature of development and production, the Company considers that it is unable to provide potential investors with any reliable revenue, profit or cash flow projections or forecasts.

Page 8

Section 5 Company and Project Overview

Strategy

The Company aims to become a successful miner and exploiter of gold resources in Australia and overseas.

The key strategies of the Company are :

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• To become a successful gold miner, exploiting narrow vein, high grade projects.

• To seek to generate cash flows so that the Company may continue to acquire and develop projects that most suit the Company portfolio.

The project the Company will use to initiate these strategies will be the underground Sand Queen Gold Mine in Western Australia. The Company is proposing a development spend of approximately $2,500,000 in the next 2 years.

The Directors are confident that the proposed program is realistic and that modern mining techniques will be applied to seek to obtain maximum benefit from the Company’s funds.

Other complementary resource projects will be considered for acquisition if they have the potential to add value to the Company. Any such acquisition may or may not bring their own experienced management person(s).

Commencement of the Joint Venture

In May, 2005 the Kingsrose Unit Trust entered into a joint venture agreement to develop two mining leases and one miscellaneous licence collectively called the Comet Vale Joint Venture.

The joint venture agreement required the Kingsrose Unit Trust to develop the mine. Reed Resources Ltd is responsible for exploration, toll treatment and transport of the ore. Since May 2005 a significant amount of development work has occurred and ore recovered during development has been processed and further ore is awaiting processing. The development ore processed to date has been sold resulting in net revenue to the Company of $611,602 (reflecting the Company’s 50% share less a 2% royalty.

Acquisition of the Joint Venture interest

The Company will acquire the joint venture interest of the Kingsrose Unit Trust by way of a deed which will place the Company in the same position as the Kingsrose Unit Trust. The Company will maintain existing personnel and equipment and seamlessly continue the development work previously carried out. The Company has engaged Westralmen Pty Ltd to conduct day to day mining and development. The senior personnel of Westralmen are currently employees of the Kingsrose Unit Trust. The Company will have access to required information from both Reed Resources Ltd in accordance with the Joint Venture Agreement and the information held by the Kingsrose Unit Trust.

Joint Venture and Transaction Details

The initial May 2005 joint venture between Reed Resources Ltd and the Kingsrose Unit Trust will continue as a joint venture between Reed Resources Ltd and Kingsrose Mining Limited by way of the Asset Sale Agreement between the Kingsrose Unit Trust and Kingsrose Mining Limited and a Deed of Assumption between the relevant parties.

The Joint Venture Agreement as amended provides that the Company is responsible for all costs of developing and mining of the ore. Reed Resources Ltd is responsible for all transport and treatment costs as well as tenement management. Reed Resources Ltd has acknowledged that it is responsible for surface exploration of the tenements. This means that the Company’s exploration costs are limited to any underground exploration and mine development costs.

The Company will be entitled to 50% of the gold produced within the project area up to and including a depth of 243 metres. The Company’s product entitlement in respect of gold ore produced within the project area from a depth exceeding 243 metres will be 60% whilst Reed Resources Ltd’s product entitlement will be 40%.

By the Joint Venture Agreement as amended a gold production milestone of 25,000 ounces of gold ore is to be achieved by 31 May 2009. If the Company achieves this milestone, it will be issued with a 50% registered interest in the Initial Tenements. If the gold production milestone is not met, Reed Resources Ltd may terminate the agreement, in which case, the Company’s Joint Venture interest will be reduced to zero.

Page 9

Section 5 Company and Project Overview

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Reed Resources Ltd will extend to the Company a first right of refusal over all the Comet Vale Tenements to form a joint venture in similar nature to that formed over the Initial Tenements.

This right is subject to the following:

• The rights are to be over gold and silver.

• The rights exclude any open pitable ore down to a depth of 50 metres from the surface.

• Kingsrose Mining Ltd must complete at least 500 metres of level development on level 4 or level 5 of the Sand Queen Gold Mine by 31 May 2009 to earn this right. No development on these levels have been completed to date.

• Kingsrose Mining Ltd earns no right to equity in the title of any tenements other than the Initial Tenements.

Reed Resources Ltd has also agreed that it will not commence open pit operation at any place that would jeopardise or limit underground mining reasonably expected to occur given the underground resources identified at the time of commencing any open pit mine.

Details of the material contracts and their terms are set out in Schedule 2 to the Solicitor’s Report in section 10 and section 11.

Development to date

The Kingsrose Unit Trust commenced the development program in May 2005. Since then it has rehabilitated the Sand King and the Sand Queen shaft to level 3, just above the water table and pushed out development faces along level 2 (about 487 metres) and along level 3 (about 392 metres along strike).

The Kingsrose Unit Trust has established a Return Airway/Secondary Means of Exit from surface down to the 2 level, near the old Sand King workings. The shaft has been rehabilitated down to level 3 with the water being held 10m below level 3 (i.e a total of 110m below surface). All surface infrastructure is in place.

An operational hoist - (A 25kW Robbins MAN-09) and service hoist is in place. The winder is capable of moving a large amount of ore under continuous operation, but mining constraints mean the shaft is limited to a calculated maximum capacity of 192t of material a day or 5,800t per month. The mine development plan takes into account these restraints, and reflects an anticipated production capacity of 5,500t per month when level 4 comes on line with a second haulage winder established over the central shaft compartment.

The Company currently employs 6 to 7 miners on site, and expects to stay on 2 shifts once level 3 production comes on line. Mining is conducted using pneumatic airleg drilling tools. The mine is a fully mechanized mine using battery powered locomotives hauling ore cars on a rail network throughout the Sand Queen Gold Mine.

The current working level has 120m of rail development in ore along with 90m of sublevel development ready for stoping. This opens the mine to potentially bring online a 10,500 tonne gallery stope. The further 90m of rail development scheduled for completion in November means two further 10,000 tonne stopes can be developed to come online. Current sampling of the orebody indicates potential upside to the block modelled grade.

Investors are referred to the Independent Geologist’s Report for a geological overview of the Comet Vale Joint Venture.

Royalty

MTAB Pty Ltd holds a 2% gross revenue royalty over the gold production of the Joint Venture area. MTAB Pty Ltd is a company related to certain directors of Reed Resources Ltd. The board and management of Kingsrose Mining Limited have no interest in MTAB Pty Ltd. Kingsrose Mining Limited will be required to pay its proportion of royalty costs from gold credited to its account by the Joint Venture.

Personnel

The successful exploitation of the mine to full capacity will require sourcing additional skilled miners. The Company has already sourced a number of overseas miners and they are scheduled to arrive in January 2008.

Page 10

Section 6 Directors and Corporate Governance

6.1 Directors

John Morris (Non-Executive Chairman)

Mr. Morris has over 36 years experience in exploration, mining, project development and management of public listed resource companies.

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He is currently a director of Uruguay Mineral Exploration Plc. He has held prior directorships in a number of gold and base metals public companies in Australia and overseas including Forsyth NL and Chaco Resources Plc (formerly Gold Mines of Sardinia Limited).

David Hatch (Managing Director)

Mr. Hatch has an Associateship in Mining Engineering from the WA School of Mines and a Diploma in Geoscience majoring in Mineral Economics from Macquarie University. Also, he has an Institute of Company Directors Diploma and a WA Quarry Manager’s Certificate.

Mr. Hatch started his mining career at the Windarra Nickel Mine before moving to Savage River in Tasmania and Bougainville Copper in PNG. After further moves he became the Resident Manager at Darlot for Plutonic Resources Ltd in 1992 until 1996, during which time he led the transition from open pit to underground mining. He then moved off shore to the roles of General Manager at the Mt Muro Gold Mine in Kalimantan with Aurora Gold Ltd; General Manager - Operations with Ranger Minerals Ltd in Ghana; and General Manager with Ok Tedi in PNG. Consequently, Mr. Hatch has extensive General Manager - Operations experience in the mining industry, particularly in gold mining.

As Managing Director of Westonia Mines Ltd, from March 2004 to September 2007, Mr Hatch was involved in operational, feasibility and corporate activities including capital raising.

Michael Andrews (Non Executive Director)

Dr. Andrews is a geologist with over 28 years of research and mining industry experience in gold, copper, coal and iron exploration. He holds an honours degree in Geology from the University of Reading, and a doctorate in Exploration Geochemistry from the University of Wales.

Dr. Andrews previously held the positions of Executive Director and Chief Geologist of AuIron Energy Ltd and of Director Gold Operations for Meekatharra Minerals Ltd. Between 1995 and 1998, Dr. Andrews managed the Teck Corporation - MM Gold Joint Venture, an exploration portfolio of thirteen gold and copper projects in Indonesia. He has also previously held senior exploration positions with Ashton Mining Ltd, Aurora Gold Ltd and Muswellbrook Energy and Minerals Ltd. He is currently Director of Canadian exploration company Southern Arc Minerals Ltd.

J. William Phillips (Non-Executive Director)

Mr. Phillips has over 30 years experience in mining contracting and mine management, much of which has been gained in Western Australia. He is highly regarded as a leading specialist in underground narrow vein mining.

He has managed or been instrumental in the successful development of 16 mines either in the role of contractor or as owner/shareholder. Mr. Phillips currently oversees mining and production at Medusa Mining Limited’s Co-O gold mine and processing plant in the southern Philippines which produces approximately 40,000 ounces of gold per annum. He is also overseeing the underground development at both the Sand Queen Gold Mine and mine development of the PT Natarang Mining’s Way Linggo gold/silver mine located in Sumatra, Indonesia.

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Section 6 Directors and Corporate Governance

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6.2 Corporate Governance

The primary responsibility of the Board is to represent and advance Shareholders’ interests and to protect the interests of all stakeholders. To fulfill this role the Board is responsible for the overall corporate governance of the Company including its strategic direction, establishing goals for management and monitoring the achievement of these goals.

The responsibilities of the Board include:

• Protection and enhancement of Shareholder value;

• Formulation, review and approval of the objectives and strategic direction of the Company;

• Approving all significant business transactions including acquisitions, divestments and capital expenditure;

• Monitoring the financial performance of the Company by reviewing and approving budgets and monitoring results;

• Ensuring that adequate internal control systems and procedures exist and that compliance with these systems and procedures is maintained;

• The identification of significant business risks and ensuring that such risks are adequately managed;

• The review and performance and remuneration of executive directors and key staff;

• The establishment and maintenance of appropriate ethical standards;

• Evaluating and, where appropriate, adopting with or without modification, the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations;

The Board recognises the need for the Company to operate with the highest standards of behaviour and accountability.

Subject to the exceptions outlined below the Company will adopt the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations to determine an appropriate system of control and accountability to best fit its business and operations commensurate with these guidelines.

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Headframe at dusk. The Company owns the headframe and associated mining equipment.

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As the Company’s activities develop in size, nature and scope the implementation of additional corporate governance structures will be given further consideration.

The Board sets out below its “if not, why not” report in relation to those matters of corporate governance where the Company’s practices depart from the recommendations.

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Recommendation Reference – ASX Guidelines	Notifcation of Departure	Explanation for Departure The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the appointment of a majority of independent non-executive Directors. The Board believes that the individuals on the Board can make, and do make, quality and independent judgements in the best interests of the Company on all relevant issues. Directors having a confict of interest in relation to a particular item of business must absent themselves from the Board meeting before commencement of discussion on the topic. Mr Hatch as managing director and Mr Phillips as a substantial shareholder are not considered by the Board to be independent in terms of the ASX Corporate Governance Council’s defnition of independent director. The Board considers that the Company is not currently of a size to justify the formation of a nomination committee. The Board as a whole undertakes the process of reviewing the skill base and experience of existing Directors to enable identifcation or attributes required in new Directors. Where appropriate, independent consultants will be engaged to identify possible new candidates for the Board. The Board considers that the Company is not of a size, nor are its fnancial affairs of such complexity to justify the formation of an audit committee. The Board as a whole undertakes the selection and proper application of accounting policies, the integrity of fnancial reporting, the identifcation and management of risk and review of the operation of the internal control systems. The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the formation of a remuneration committee. The Board as a whole is responsible for the remuneration arrangements for Directors and executives of the Company and considers it more appropriate to set aside time at Board meetings each year to specifcally address matters that would ordinarily fall to a remuneration committee.
2.1	No Majority of Independent Directors.
2.4	A separate Nomination Committee has not been formed.
4.1, 4.2, 4.3	A separate Audit Committee has not been formed.
8.1	There is no separate Remuneration Committee.

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Section 7 Risk Factors

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7.1 Introduction

An investment in the Shares the subject of this Prospectus is highly speculative as the Company is a gold mining company. The Board recommends that investors consider the risks described below and information contained elsewhere in this Prospectus, as well as consulting with their professional advisers before deciding whether or not to apply for the Shares.

The following is a non-exhaustive list of the risks that may have a material effect on the financial position and performance of the Company and the value of its securities, as well as the Company’s development and mining activities and an ability to fund those activities.

The risks below are some of the risks specific to the Company including by reason of its involvement in the resource industry. The general investment risks below are some of the risks to the Company of a general economic nature.

7.2 Specific Risks

Development and Mining

Possible future development of mining operations at any of the Company’s projects is dependent on a number of factors and avoiding various risks including, but not limited to, failure to acquire and/or delineate economically recoverable ore bodies, unfavourable geological conditions, failing to receive the necessary approvals from all relevant authorities and parties, unseasonal weather patterns, excessive seasonal weather patterns, unanticipated technical and operational difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, unexpected shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns, risk of access to the required level of funding and contracting risk from third parties providing essential services.

In production, operations may be disrupted by a variety of risks and hazards which are beyond the Company’s control, including environmental hazards, industrial accidents, technical failures, labour disputes, unusual or unexpected rock formations, flooding and extended interruptions due to inclement or hazardous weather conditions and fires, explosions and other accidents.

By the Joint Venture Agreement the Company will be at risk to lose its Joint Venture interest if a gold production milestone of 25,000 ounces of gold is not achieved by 31 May 2009.

Resource Estimations

Resources estimates are expressions of judgment based on knowledge, experience and resource modelling. As such, resource estimates are inherently imprecise and rely to some extent on interpretations made.

Additionally, resource estimates may change over time as new information becomes available. Should the Company encounter mineralisation or geological formations different from those predicted by past drilling, sampling and interpretations, resource estimates may need to be altered in a way that could adversely affect the Company’s operations. In particular, high grade, quartz vein mines of which the Sand Queen Gold Mine is an example do not have uniform grade throughout their resources and resource width, indicated by mineralized drill intersections cannot always be extrapolated between holes.

Exploration

Investors should understand that gold exploration, development and mining is by its nature a high risk undertaking. There can be no assurance that the Company’s exploration of its existing projects or any other exploration or mining projects that may be acquired in the future will result in the discovery of a significant mineral resource. Even if a further significant mineral resource is identified, there can be no guarantee that it can be economically exploited or that the Sand Queen Gold Mine will be economically viable.

Title

All of the tenements or licences in which the Company has or may earn an interest in will be subject to applications for renewal or grant (as the case may be). The renewal or grant of the terms of each tenement or licence is usually at the discretion of the relevant government authority.

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Additionally, tenements are subject to a number of State specific legislative conditions including payment of rent and meeting minimum annual expenditure commitments. The inability to meet these conditions could affect the standing of a tenement or restrict its ability to be renewed.

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If a tenement or licence is not renewed or granted, the Company may suffer significant damage through loss of the opportunity to develop and discover any mineral resources on that tenement.

The Company currently has a contractual joint venture interest in the tenements listed in Schedule 1 to the Solicitor’s Report in section 10. For further information on these tenements, refer to the Solicitor’s Report in section 10.

Native Title and Aboriginal Heritage

The Native Title Act 1993 (Cth) recognises and protects the rights and interests in Australia of Aboriginal and Torres Straight Islander people in land and waters, according to their traditional laws and customs. There is a significant uncertainty associated with native title in Australia and this may impact upon the Company’s operations and future plans.

Native title can be extinguished by valid grants of land or waters to people other than the native title holders or by valid use of land or waters. It can also be extinguished if the indigenous group has lost their connection with the relevant land or waters. Native title is not necessarily extinguished by the grant of mining licences, although a valid mining lease prevails over native title to the extent of any inconsistency for the duration of the title.

All tenements granted prior to 1 January 1994 are valid or validated by the Native Title Act. For tenements to be validly granted (or renewed) after 1 January 1994 the future act regime established by the Native Title Act must be followed.

It is important to note that the existence of a native title claim is not an indication that native title in fact exists to the land covered by the claim, as this is a matter ultimately determined by the Federal Court. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner) or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

The Company must also comply with Aboriginal heritage legislation requirements which require heritage survey work to be undertaken ahead of the commencement of mining operations.

A discussion of native title and the claims is contained in the Solicitor’s Report in section 10 of this Prospectus.

Contractual Risk

The Company is party to the Joint Venture Agreement and the mining contract service agreement which are summarised respectively in Schedule 2 to the Solicitors Report and in section 11. The Company is reliant upon the contractual parties complying with their obligations.

Environmental

The Company’s projects are subject to Commonwealth and State laws and regulations regarding environmental matters and the discharge of hazardous wastes and materials. As with all mineral projects, the Company’s projects are expected to have a variety of environmental impacts should development proceed. Development of any of the Company’s projects will be dependent on the Company satisfying environmental guidelines and, where required, being approved by government authorities.

The Company intends to conduct its activities in an environmentally responsible manner and in accordance with all applicable laws, but may still be subject to accidents or other unforeseen events which may compromise its environmental performance and which may have adverse financial implications. The Company has a joint obligation with Reed Resources Ltd to comply with environmental and rehabilitation obligations while it is a party to the joint venture.

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Section 7 Risk Factors

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Commodity Price Volatility

It is anticipated that any revenues derived from mining will primarily be derived from the sale of gold or other precious and base metals. Consequently, any future earnings are likely to be closely related to the price of those commodities and the terms of any offtake agreements which it enters into.

Gold and metal prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include world demand for gold and metals, forward selling by producers and production cost levels in major mineral-producing regions.

Moreover, gold and metal prices are also affected by macroeconomic factors such as expectations regarding inflation, interest rates and global and regional demand for, and supply of, gold or the relevant metal (as the case may be) as well as general global economic conditions. These factors may have an adverse effect on the Company’s development and production activities, as well as on its ability to fund those activities.

Reliance on Key Personnel

The Company’s success largely depends on the core competencies of its Directors and management and their familiarisation with, and ability to operate in, the metals and mining industry and the Company’s ability to retain its key executives. The efficient exploitation of the mine also requires the Company to access additional skilled miners. The Company has already sourced a number of overseas miners and they are scheduled to arrive in January 2008.

Future Capital Needs and Additional Funding

The funds raised by the Offer will be used to carry out the Company’s objectives (as detailed in this Prospectus). The Company’s ability to raise further capital (equity or debt) within an acceptable time, of a sufficient amount and on terms acceptable to the Company will vary according to a number of factors, including:

• prospectivity of projects (existing and future);

• the results of exploration, subsequent feasibility studies, development and mining;

• stock market and industry conditions; and

• the price of relevant commodities and exchange rates.

No assurance can be given that future funding will be available to the Company on favourable terms (or at all). If adequate funds are not available on acceptable terms the Company may not be able to further develop its projects and it may impact on the Company’s ability to continue as a going concern.

Limited Operational History

While the Company’s management has significant experience and has previously carried out or been exposed to exploration and production activities, (including the Sand Queen Gold Mine) while employed or engaged by other companies, the Company will only have beneficial interest in the Joint Venture following settlement of the acquisition of the Joint Venture interest. Accordingly, the Company has limited historical, financial or operating information. The Company’s ability to achieve its objectives depends on the ability of its Directors and officers to implement current plans and to respond to any unforeseen circumstances that require changes to those plans.

Competition

The Company competes with other companies, including major mineral exploration and mining companies. These companies will likely have greater financial and other resources than the Company and, as a result, may be in a better position to compete for future business opportunities. Many of the Company’s competitors not only explore for and produce minerals, but also carry out downstream operations on these and other products on a worldwide basis. There can be no assurance that the Company can compete effectively with these companies.

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Potential Acquisitions

As part of its business strategy, the Company may make acquisitions of or significant investments in other resource projects. Any such transactions would be accompanied by risks commonly encountered in making such acquisitions.

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7.3 General Risks

Securities Investments and Share Market Conditions

There are risks associated with any securities investment. The prices at which the securities trade may fluctuate in response to a number of factors.

Furthermore, the stock market, and in particular the market for exploration and mining companies may experience extreme price and volume fluctuations that may be unrelated or disproportionate to the operating performance of such companies. These factors may materially adversely affect the market price of the securities of the Company regardless of the Company’s operational performance. Neither the Company nor the Directors warrant the future performance of the Company, or any return of an investment in the Company.

Economic Risk

Changes in the general economic climate in which the Company operates may adversely affect the financial performance of the Company. Factors that may contribute to that general economic climate include the level of direct and indirect competition against the Company, industrial disruption, the rate of growth of gross domestic product in Australia, interest rates and the rate of inflation.

Legislative

Changes in relevant taxes, legal and administration regimes, accounting practice and government policies may adversely affect the financial performance of the Company.

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Section 8 Independent Geologist’s Report

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Geological Investigations Pty Ltd ABN 69 008 727 820 4 Minim Close Mosman Park WESTERN AUSTRALIA 6012 18th October, 2007 The Directors Kingsrose Mining Limited

Dear Sirs

INDEPENDENT GEOLOGIST’S REPORT - COMET VALE PROJECT – WESTERN AUSTRALIA

At the request of Kingsrose Mining Limited (Kingsrose), we have prepared an Independent Geologist’s Report for inclusion in a Prospectus to be issued by Kingsrose on or about 31 October 2007. The Company seeks to raise $6,000,000 by the issue of 30,000,000 shares at 20 cents per share.

This report has been prepared in accordance with the Code and Guidelines for the Assessment and Valuation of Mineral Assets and Mineral Securities for Independent Experts Reports (the Valmin Code) that is binding upon members of The Australasian Institute of Mining and Metallurgy (The Aus.IMM).

The reporting requirements place emphasis on competence, independence, transparency and public material disclosure so that an informed, impartial reader may be able to make a reasoned judgement as to the merit or otherwise of the project being reviewed.

Geological Investigations Pty Ltd (GIPL) is an independent geological and exploration consultancy that has been continuously in operation since 1967, providing services to the mining industry in the fields of geology and resource evaluation.

GIPL, which operates from offices in Perth, Western Australia has prepared experts reports and mineral asset valuations on a variety of mineral commodities both in Australia and overseas.

For the purposes of this report the project areas and underground workings were inspected on 8th March 2007, in the company of Kingsrose personnel.

GIPL has satisfied itself, and Kingsrose has warranted in writing, that all material information in its possession has been fully disclosed. GIPL has also been given access to relevant data held by the JV partner (Reed Resources Ltd) and to its geological staff on in both their Perth and Kalgoorlie offices.

A draft of this report was submitted to the Directors of Kingsrose for comment in respect of any omissions and factual accuracy.

The current ownership status and legal standing of the relevant tenements as listed in this Prospectus, are dealt with in a separate Solicitor’s Report in section10.

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In addition, GIPL made independent enquiries from the Registration Section of the DoIRE that confirmed ownership details for M29/52, M29/321 and L29/67 as at the 8th June, 2007.

Mr J D Wyatt, who is principal of GIPL and author of this report, is a Fellow of The Aus.IMM, having the requisite qualifications, competence and experience.

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Neither GIPL, nor any of its employees or associates has any material interest, either direct, indirect, or contingent in Kingsrose, nor in any other Kingsrose asset, nor has any interest existed in the past.

None of the information contained in this report has been specified as being confidential and to this end enquiries have been made to the authors of the principal reference seeking permission to quote relevant information,

Fees for the preparation of this report have been charged at current commercial rates, with expenses reimbursed at cost. Payment for this work is no way contingent on the conclusions reached in this document.

GIPL is of the opinion that Kingsrose has in place a clearly defined exploration and expenditure program that is reasonable, having regard to the stated objectives of the Company, namely development, economic recovery and treatment of the underground resources present identified at Comet Vale within M29/52 and M29/321.

It is also believed that sufficient exploration has taken place over the past two years to justify the proposed exploration and expenditure.

GIPL has given and has not before lodgement of this Prospectus with the Australian Securities and Investments Commission, withdrawn its consent to being named author for this report and its inclusion in the prospectus for Kingsrose.

Yours faithfully,

JD Wyatt Principal Geological Investigations Pty Ltd

DISCLAIMER

The opinions expressed in this report have been based on information supplied to GIPL by Kingsrose and are provided in response to a specific request by Kingsrose to do so. GIPL has exercised all due care in reviewing the supplied information and whereas GIPL has compared key data supplied, the accuracy and precision of the results and conclusions from the review are entirely reliant on the accuracy, precision and completeness of the supplied data. GIPL does not accept any consequential liability arising from commercial decisions resulting from these opinions of the supplied data.

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Section 8 Independent Geologist’s Report

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Contents

1. Introduction

2. Location and Access

3. Tenement Schedule

4. Regional Geology

5. Project Geology

6. 5.1 Ora Banda Sequence at Comet Vale

7. 5.2 Granitic Rocks

8. 5.3 Structural Geology

9. Past Exploration up to 1998

10. Exploration by Reed Resources Ltd 1998 -2007

11. 7.1 Exploration 1998 – 2002

12. 7.2 Exploration 2003 – 2007

13. Development budget

14. Conclusions

15. References

16. Glossary

Figures

Figure 1 Locality Plan Figure 2 Regional Geology Figure 3 Project Geology and Tenements Figure 4 Structural Geology Figure 5 Sand Queen Mine – Longitudinal Section

Tables

Table 1 Tenement Schedule Table 2 Ora Banda Stratigraphy Table 3 Resource estimate for the Sand George and Sand Prince lodes Table 4 Significant results

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Figure 1. Locality Plan

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Figure 2. Regional Geology

1. Introduction

The Kingsrose Mining Limited Sand Queen Project is a joint venture with Reed Resources Ltd over part of their Comet Vale project.

The Reed Resources Ltd Comet Vale Project comprises 20 separate tenements covering an area of approximately 37 km[2] is located about 100 km north-northwest of Kalgoorlie within the Norseman-Wiluna Greenstone Belt, Eastern Goldfields region, Western Australia Figure 1 (map of WA) and Figure 2. The main gold exploration targets currently being developed are extensions to and strike repetitions of the gold lode originally marked as the Sand Queen – Gladsome Mines, along a host structure referred to as the “Comet Vale Shear Zone”. The initial discovery, made in 1893, quickly led to a gold rush in the area that was followed by the discovery of a significant number of auriferous reefs, as well as, alluvial deposits that were worked by dryblowing. In addition to the Sand Queen and Gladsome mines a number of other gold mines were worked with Mines Department rewards showing that, between 1910 – 1920, some 118,000 tonnes of ore was treated for a recovery of 101,675 ounces of gold at an average grade of 26 oz/t Au.

The Kingsrose Mining Limited Farm in and Joint Venture agreement is over the underground resources of the three tenements containing the high grade portion of the ore which has been identified (currently 2007) as Indicated and Inferred Resources from the Sand George/ Sand Queen underground mine workings totals 360,200 tonnes at a weighted average grade of about 12g/t Au for a recoverable 136,500 ounces of gold.

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The tenements the subject of this joint venture are M29/321, M29/52 and Miscellaneous Licence L29/67, (the “Initial Tenements”).

The Comet Vale Project comprising three tenements (M29/52,M29/321 and L29/67) covering an area of approximately 106 ha is located about 100 km north-northwest of Kalgoorlie within the Norseman-Wiluna Greenstone Belt, Eastern Goldfields region, Western Australia ( Figure 1).

The current (2007) identified Indicated and Inferred Resources from all lodes the Sand George/ Sand Queen underground mine workings totals some 360,200 tonnes having a weighted average grade of approximately 12g/t Au for 136,500 ounces of gold.

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Section 8 Independent Geologist’s Report

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Drill investigation below the Sand Queen /Gladsome and to the north confirms that this mineralisation is open both along strike and at depth to at least 400m below ground level. Drilling of the newly identified Princess Grace resource, located adjacent to the Sand Prince West lode, some 250m southwest of the Sand George mineralisation is still in progress.

2. Location and Access

The Comet Vale Project is centered about 100km north-northwest of Kalgoorlie in the Menzies District of the North Coolgardie Mineral Field, Western Australia . The project is located on the old mining centre of Comet Vale, and is readily accessible by way of the Goldfields Highway, that passes north from Kalgoorlie to Leonora, through the centre of the project area.

Most of the workings are located west of the main road where access within the various leases is provided by numerous tracks and cleared areas resulting from previous mining and exploration activity.

Exploration tracks and gridlines provide access to the eastern side of the project area.

3. Tenement Schedule

The Comet Vale Project tenements are shown in Table 1 below.

Table 1

Table 1
Tenement	Tenement Holder	Grant Date	Comments
M29/35	Reed Resource Ltd – 100%	28 Jan ‘87
M29/52	“	18 May‘88
M29/85	“	12 Jan ‘89
M29/185	“	25 Jun ‘99
M29/186	“	24 Nov ‘06
M29/197	“	25 Oct ‘02
M29/198	“	25 Oct ‘02
M29/199	“	25 Oct ‘02
M29/200	“	25 Oct ‘02
M29/201	“	25 Oct ‘02
M29/232	“	25 Oct ‘02
M29/233	“	24 Sept’02
M29/235	“	25 Oct ‘02	Repl. E29/163
M29/270	Paddington Gold PtyLtd	Application	Repl. 29/1374
M29/321	Reed Resources Ltd – 100%	13 Nov ‘02
P29/1764	Reed Resources Ltd – 100%	Application	Repl. GML29/6191
L29/67	Reed Resources Ltd – 100%	20 Mar ‘02
E29/614	Reed Resources Ltd – 100%	12 Jul ‘07
E29/670	Reed Resources Ltd – 100%	Application
E29/603	Reed Resources Ltd – 100%	Application

The tenements the subject of the joint venture are M29/321, M29/52 and Miscellaneous Licence L29/67, (the “Initial Tenements”) (Figure 3). Under certain conditions as set out in the Summary of Material Contracts the other tenements may become subject to a joint venture of similar nature. Kingsrose Mining Limited is concentrating at the present on the Initial Tenements.

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Figure 3. Project Geology and Tenements

4. Regional Geology

The Comet Vale Project area is underlain by mafic-ultramafic volcanic rocks of the Ora Banda Domain together with intrusive granitoids of the Goongarrie Monzogranite to the west and the Comet Vale Monzogranite to the north (Figure 2).

The Ora Banda Domain is one of six tectono-stratigraphy domains that make up the Kalgoorlie Terrain and is host to extensive gold mineralisation in gold mining centres that include Ora Banda and Mt Pleasant. Mafic-ultramafic volcanic and metasedimentary rocks together with mafic igneous sills, within the Ora Banda Domain are referred to as Ora Banda sequence. (see Table 2 below).

Table 2

Stratigraphy of the Ora Banda Domain after Witt 1990, Swager 1994 and Swager et al 1995 (formations interpreted as occurring in Comet Vale are detailed in bold)

Black Flag Group	Kurrawang Formation
	Spargoville Formation
	Orinda Sill
	Pipeline Andesite Member
	Ora Banda Sill
Ora Banda Group	Victorious Basalt
	Bent Tree Basalt
	Mt Pleasant Sill
	Mt Ellis Sill
Linger and Die Group	Big Dick Basalt
	Siberia Komatiite
	Walter Williams Formation
	Missouri Basalt
	Wongi Basalt

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Section 1 Investment Summary

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5. Project Geology (after Collins 2003, Swager 1994)

5.1 Ora Banda Sequence at Comet Vale

Mafic-ultramafic volcanic rocks in the Comet Vale area are a continuation of the lower part of the Ora Banda Sequence, though generally with reduced thickness.

The mafic-ultramafic volcanics at Comet Vale is divided into three formations that are correlated with the Missouri Basalt, Walter Williams Formation and Siberia Komatiite.

Only the Missouri Basalt and Walter Williams Formations outcrop in the vicinity of and along strike from the Sand Queen – Gladsome mine.

The Wongi Basalt at the base of the Ora Banda Sequence is not apparent as outcrop within the project area, however younger formations may underlie the eastern part of the project area.

The Missouri Basalt is the basal formation in the Comet Vale area consists of massive, fine to medium-grained metabasalt having a possible thickness in the vicinity of 500-1000m. The Missouri Basalt is conformably overlain to the east by ultramafic rocks of the Walter Williams Formation (Table 2).

The Missouri Basalt may be divided into two distinct units, the upper and lower basalt. The boundary between them being about 200m below (and structurally above) the boundary of the Walter Williams Formation (Holla 2001). The Walter Williams Formation is dominated by serpentenised dunite and minor peridotite that outcrop east of the Goldfields Highway.

The boundary between the Missouri Basalt and Walter Williams Formation appears to be a zone of shearing in talc-carbonate-chlorite altered ultramafics.

5.2 Granitic Rocks

There are two granitoids within the Comet Vale area.

1. The Goongarrie Monzogranite forming the western margin of the Menzies Greenstone belt and underlying the western part of the project area.

2. The Comet Vale Monzogranite, is a late tectonic granitoid that has intruded the greenstone belt intersecting the eastern margin of the Googarrie Monzogranite. This granitoid is circular in shape and truncates the mafic-ultramafic volcanic sequence in the northern part of the project area.

The basaltic sequence has been intruded by several narrow porphyry dykes (or sills) that are generally subparallel to the stratigraphy. Most of these porphyry dykes occur at the top of the Missouri Basalt within some 60m of its boundary with the overlying Walter Williams Formation, however some narrow dykes occur in the Walter Williams Formation.

5.3 Structural Geology

Comet Vale is on the western limb of the regional-scale north-south trending. Googarrie-Mt Pleasant anticline. The Googarrie Monzogranite is in the core of this south-plunging anticline, enclosed by rocks of the Ora Banda Domain. The mafic-ultramafic rocks of the Comet Vale Area are therefore part of the same sequence that is host to the Grants Patch, Ora Banda and Mt Pleasant gold mining centres on the southern and western limbs of this anticline (Figure 4).

Close to its southern margin emplacement of the late-tectonic Comet Vale Monzogranite has caused distortion of the Missouri Basalt and Walter Williams Formation from a NNW-SSE trend to a more NW-SE trend. The Siberia komatiite appears to have been deflected in the opposite direction resulting in a NE-SW trend.

Emplacement of the monzogranite appears to have been accommodated by faults and shear zones that are subparallel to the contact between the granitoid and the greenstone belt. These WNW-ESE-trending structures host some of the smaller gold deposits in the Comet Vale area, namely the Happy Jack, Lake View and Lady Margaret mines (Witt, 1990).

In contrast, the largest gold deposit at Comet Vale, the Sand Queen-Gladsome mine, occurs in a NNW-SSE trending, steeply-west dipping structure which is sub-parallel to the boundary between the Missouri Basalt and Walter Williams Formation. Although the exact nature of this structure is not known it is not thought to be related to the emplacement of the Comet Vale Monzogranite.

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Figure 4. Structural Geology

6. Past Exploration up to 1998

The initial discovery of gold in the area was made in 1893 with gold mining continuing in the Comet Vale area until the early 1900’s.

Between 1935 and 1936, the West Australian Department of Mines carried out surface and underground drilling in an attempt to locate extensions or additions to the Comet Vale lode, however no significant gold intersections were reported.

In 1965, Western Mining Corporation Ltd (“WMC”) explored the ultramafic successions to the east of the Comet Vale Lode for nickel mineralisation, there are no records of their exploration results.

Between 1970 and 1985, the Comet Vale project was investigated by Minplex Resources Ltd on behalf of a consortium comprising Valiant Consolidated Ltd., Queen Margaret Gold Mines NL and Spargos Exploration NL. During this period both ground and airborne magnetic surveys were carried out, together with the drilling of 251 RAB and 10 RC holes.

Between 1986 and 1988, Aberfoyle carried out a program of geochemical sampling, RAB and RC drilling, over projected extensions of the Comet Vale lode and Happy Jack Lake View shears.

During the 1980’s, Conex explored a group of mineral claims surrounding the Lady Margaret and Lady Mack gold workings. A total of 21 RAB holes were drilled. Also during the 1980’s, Delta Gold NL and JV partner BP Minerals

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Australia Pty Ltd drilled 94 holes over several prospecting licences west of the project area (south of Coonega) and northeast of the main Comet Vale mine leases. Delta Gold also completed 19 follow-up RAB holes. The results of this work are not known.

Between 1985 and 1988, Hill Minerals NL evaluated the Coonega mine workings, completing 32 RC drill holes and one diamond drill hole.

Between 1988 and 1989; and 1991 to 1993, Valiant Consolidated Limited completed six diamond drill holes and five wedges to evaluate the main Comet Vale lode in the vicinity of the Sand Queen-Gladsome mine.

Between 1989 and 1991, Ashton Gold (WA) Ltd explored the Comet Vale lode at the Sand Queen – Gladsome mine completing ground magnetics and a geochemical survey. Eight RC and one deep diamond drill hole were completed.

Between 1993 and 1998, Destra Corporation Ltd completed 115 RAB holes to the north of the project area, 148 RAB holes surrounding the Coonega deposit, 6 RC holes over the Coonega East gold workings, northeast of the Sand Queen mine, 6 RC holes along projected extensions of the Comet Vale lode, 39 RC holes north

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Section 8 Independent Geologist’s Report

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and south of the Sand Prince mine workings, 13 RC holes over the Sand Queen East gold in soil anomaly, one diamond drill hole to evaluate the southern plunge of the Comet Vale lode, one RC hole and two diamond drill holes at Coonega.

7. Exploration by Reed Resources Ltd ( 1998 – 2007)

In September 1998, Mr David Reed acquired Destra Corporation’s 100% interest in the Comet Vale project. Since that time exploration has been directed at defining extensions to, or repetitions of, the Sand QueenGladsome gold mineralisation. This exploration program has met with a great deal of success, with the identification of new zones of gold mineralisation that have significantly added to Reed Resource’s resource inventory.

7.1 Exploration 1998 – 2002 (after Collins, PLF)

• 1999: Two deep diamond drill holes (CV11 and CV12) with RC pre-collars (DRC1, 2) were drilled in JulyAugust 1999 to test for possible depth extensions of the Comet Vale lode to the north of the Gladsome mine. A third RC drill hole (DRC3) was drilled to test a gold in soil anomaly at the Sand Queen East prospect.

• 2000: Exploration focused on prospective ground to the south of the Sand Queen-Gladsome mine, with 5,983m of drilling in 66 RC percussion drill holes (DRC4-DRC69). This work resulted in the discovery of two, closely-spaced, sub-parallel, high-grade gold lodes, referred to as the ‘Sand George prospect, and centred about 300m south of the Sand Queen shaft. Preliminary tonnage and grade estimates indicated a resource of the order of 115,000 tonnes grading 12g/t Au.

• 2001: Exploration included an evaluation of the results of the 1999-2000 drilling programs along the Gladsome-Sand Queen-Sand George-Sand Prince ‘line’ of lodes, 3-D geological modelling of the Sand George lode, and an estimation of a mineral resource. Resource modelling indicated 85,549 tonnes grading 14.2g/t Au in the main Sand George lode. Environmental and hydro-geological studies were completed in preparation for dewatering of the Sand Queen main shaft.

• 2002: Surface exploration focused on the Sand George deposit and the potential for repetition of highgrade lodes elsewhere along the Comet Vale lode structure. In addition a comprehensive data base was established for all current and previous exploration. Work commenced on dewatering and rehabilitation of the Sand Queen main shaft to gain underground access to source any remnant ore, for geological mapping, and to assess use of the shaft as a means of underground access to the Sand George deposit.

• 7.2 Exploration 2003 – 2007 (after Potter, D) 2003: Dewatering and rehabilitation of the Sand Queen main shaft to below No. 4 Level was completed and geological mapping/sampling of the 4 Level south drive revealed a change in structural position of the lode below 4 Level. Infill RC drilling at the southern end of the Sand Queen identified an Indicated Mineral Resource of 6,500 tonnes at 19.7g/t Au (4,100 ounces of contained gold). Exploration of the Comet Vale lode structure at the Sand George prospect included diamond drilling to test the deeper lode positions, re-assessment of the geological model, and recalculation of the Mineral Resource (155,000 tonnes at 11.6g/t Au, 58,052 ounces gold). Drilling also identified a shallow, flat-lying structure referred to as the Sand Prince West lode with a resource (undefined) of 77,000 tonnes grading 3.9g/t Au.

• 2004: Exploration at the Comet Vale project during 2004 continued to target the area’s gold potential with most of the work being confined to M29/52 and M29/321. Most exploration has focussed on definition of a mineable resource at the Sand George deposit together with an evaluation of various mining options for feasibility studies for development of a mine. A new resource of 205,160 tonnes grading 10.6g/t for 70,000 ounces was calculated using a 2g/t cut-off grade.

2005: Development focussed on Sand Prince West where a total of 93 RC holes were drilled and a resource of 34,881t grading 2.94g/t for 3,300 ounces was defined.

2006: Exploration at the Comet Vale project during 2006 involved:

Page 26

1. Proving up gold resources to the south and west of the Sand George lodes (M29/52 and M29/233)

2. First pass drilling at Sand Duke (M29/198).

3. Defining further gold targets through mapping (M29/197).

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1. Surveying of old workings and installing survey control at Lady Margaret (M29/197 and Lake View (M29/85).

2. Further evaluating the nickel/copper sulphide potential to the east. (M29/85, 186, & 235).

3. Undertaking of detailed aeromagnetic and gravity surveys over the tenure.

4. Continued collation of historical data.

5. Environmental survey of the western tenure (M29/35, M29/197, M29/198, M29/232 and M29/233).

Comet Vale exploration data base

During 2006/2007, significant work has taken place to locate, evaluate and validate previous exploration data. This data is in the process of being compiled into a single data base now managed by Reed Resources.

All data files have been updated with the results from the 2006 work campaigns.

Sand Prince Prospect

Assays of the quartz lode intersections returned some high-grade gold intervals with assays in excess of 10g/t Au, including:

• 1m @ 15.24g/t Au from 93m in JVC001, within 3m @ 6.32g/t (92-95m)

• 1m @ 17.30g/t Au from 20m in JVD001

• 0.98m @ 14.02g/t Au in JVD003 (155.29-156.28)

The mineralisation remains open at depth (400m) and along strike to the south where previous shallow drilling intercepted 1m @ 4.2g/t Au a further 400 metres south and 1m @ 7.3g/t Au and 1m @ 6.3g/t Au in the same hole 800 metres further south of the Kingsrose JV boundary. A further 1.5 km of the Comet Vale shear that hosts the Sand Queen/Sand George gold mineralisation remains untested.

A diamond drill hole targeted to infill between previously drilled intersections of the Sand George lodes intersected the SG1 and SG2 lodes below the current mine (JVD006). Further drilling to test the depth potential of both the Sand Queen and Sand George lodes will be undertaken from planned underground development.

A new resource estimate was reported by Reed Resources for the Sand George and Sand Queen lodes as follows. After review I have adopted these resource figures.

	Tonnes	Grade	Ounces
Previous Indicated	146,000	12.1	57,300
Previous Inferred	149,600	11.9	57,360
Previous Total Resource	295,600	12.0	114,660
Increase in Indicated	44,498	12.0	17,104
Increase in Inferred	20,107	7.4	4,754
Total Increase	64,605	10.5	21,858
New Indicated	190,498	12.1	74,404
New Inferred	169,707	11.4	62,114
New Total Resource	360,205	11.8	136,518

NB: To comply with JORC guidelines this resource has been rounded to :- 360,200 tonnes grading 12g/t Au for 136,500 ounces

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Independent Geologist’s Report

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Figure 5. Sand Queen Mine – Longitudinal Section

Page 28

Table 3.

Significant Results

The successful completion of the Comet Vale Resource Extension drilling program has doubled the strike extent of the Sand George resource.

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The Resource Extension drilling has extended the potential reserves for a further 500m, down to a vertical depth of 250m with significant drill intersections being made at depths up to 400 metres below ground level.

A new lode of 8m @ 3.60g/t Au was intercepted beneath the Sand Prince West orebody in the precollar of JVD006 which was planned to test depth continuity of the Sand George orebodies.

Mineralised wide lode intersections which contain narrow high-grade intervals with assays in excess of 15g/t Au include:

• 3m @ 6.32g/t Au (92-95m) including 1m @ 15.24g/t Au (JVC001)

• 1m @ 17.30g/t Au (20-21m) (JVD001)

Hole ID	Collar	Collar	Interval	Interval	Intersection	Grade
	Northing	Easting	From (m)	To (m)	Width (m)	(g/t Au)
JVC001	13100	7770	92	95	3	6.32
		including	93	94	1	15.24
JVC002	13075	7810	53	54	1	4.2
JVC004	13025	7800	75	75.3	0.3	4.55 @ BOH
JVD	12950	7800	20	21	1	17.3
JVC005	12850	7825	38	39	1	3.54
JVD006	13000	7600	42	50	8	3.60
		including	48	49	1	13.64

8. Development Budget

The table below shows a summary of the budgeted, expenditure items for the next 2 years mine development at the Sand Queen Gold Mine.

2 Year Summary of level Development

2 Year Summary of level Development
4L	732 m
5L	522 m
Total Metres	1,394 m
Total Millholes	23 units

Infrastructure for 2 Years of Development

Infrastructure for 2 Years of Development
Level and RisingDevelopment	$	1,882,210
Shaft Refurishment 3L to 5L	$	75,000
Winder (Purchase, Install and Commission)	$	200,000
Diamond Drilling(New Rigand Diamond Drill Cuddies)	$	95,395
Truck/Bogging(Locomotive and Boggers)	$	41,000
Power/Ventilation/Pumps	$	218,000
Total Expenditure	$	2,511,605

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Section 8 Independent Geologist’s Report

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9 . Conclusions

The Comet Vale project is located in an area that has a history of gold mining dating back to 1893.

Between 1904-1948, the Sand Queen-Gladsome lodes produced some 192,000 ounces of gold from 253,154 tonnes of ore at an average grade of 23.5g/tAu.

The current total Indicated and Inferred Resources are 360,200 tonnes grading 12g/t for 136,500 ounces of gold.

The Sand Queen/Sand George lodes, are open both to the north and south and to depth of at least 400 metres. Development faces have advanced into ore zones and at least 10,000 tonnes of ore can now be accessed for mining from these faces.

Directly below the current mine workings, exploratory drilling has intersected significant gold mineralisation in overlapping lodes, namely 2.45m grading 28.55g/tAu, 3m grading 14.14g/tAu and 1m grading 9.96g/tAu at depths of between 350m and 400m below ground level.

Along strike to the north, drill investigation below the Sand Queen-Gladsome lodes returned the following. From RD9, 1m grading 15.45g/tAu, CV1W2, 0.4m grading 21.5g/tAu, and CV2W1, 0.25m grading 5.26g/tAu.

10. Bibiography

Collins, P.L.F., 1999. Assessment of the potential for lateritic nickel mineralisation at Comet Vale. Unpublished report David J. Reed.

Collins, P.L.F., 2000a. Comet Vale project annual report for the year ending 31 December 1999. M29/52, GML29/6196, M29/35, P29/1374 and E29/163. Unpublished report David J. Reed.

Collins, P.L.F., 2000b. Coonega mine status report, M29/35, Comet Vale, Western Australia. Unpublished report David J. Reed

Collins, P.L.F., 2001a. Comet Vale project annual report for the year ending 31 December 2000. M29/52,GML29/6196, M29/1374 and E29/163. Unpublished report David J. Reed.

Collins, P.L.F., 2001b. Comet Vale project. Summary of gold exploration 1999 - 2000. Unpublished report David J. Reed.

Collins, P.L.F., 2002. Comet Vale project annual report for the year ending 31 December 2001. M29/52,GML29/6196, M29/35, P29/1374 and E29/163. Unpublished report David J. Reed.

Collins, P.L.F., 2003. Comet Vale project annual report for the year ending 31 December 2002. M29/52, GML29/6196, M29/35, P29/1374 and E29/163. Unpublished report Reed Resources Ltd.

Collins, P.F.F., 2004. Comet Vale project annual report for the year ending 31 December 2003. M29/52, GML29/6196, M29/35, P29/1374 and E29/163. Unpublished report Reed Resources Ltd.

Collins, P.L.F., 2005. Comet Vale project annual report for the year ending 31 December 2004. M29/52, GML29/6196, M29/35, P29/1374 and E29/163. Unpublished report Reed Resources Ltd.

Costello, P.G., 2004. Report on Comet Vale (eastern tenements) geological mapping/rock chip sampling, exploration data review and current proposals. Alverna Resources Pty Ltd. Unpublished report Reed Resources Ltd.

Davis, G., 2003. Resource report, Comet Vale project, Eastern Goldfields region Western Australia. Unpublished report Reed Resources Ltd.

Hill, D.B. and Bird P., 1990. Sand King Gold Deposit. Geology of the mineral deposits of Australia and Papua. The Aus.IMM.

Holden, D.J., Archibald, N.J., Utley, D.C. and Collins, P.L.F., 2000. 3 dimensional geological modelling of the Sand Queen prospect, Comet Vale, Eastern Goldfields, Western Australia. Unpublished report Fractal Graphics, Report 00-003/1.

Page 30

Holla, L.A., 2001. Geological setting of gold mineralisation at the Sand Queen - Gladsome mine, Comet Vale, Western Australia. Curtin University Hons dissertation, unpublished. 176p.

Jeffery, R.G., 2004a. procedural report on infill drilling programme at the Sand George prospect, November 2003 to December 2003, Mining Lease M29/25. Jeffery & Associates. Unpublished report Reed Resources Ltd.

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Jeffery, R.G., 2004b. Procedural report on extension drilling programme at the Sand George prospect, May 2004 to June 2004, Mining Lease M29/25. Jeffery & Associates. Unpublished report Reed Resources Ltd.

Mein, E.S., 2001. Sand Queen conceptual mining study. Ted Mein & Associates. Unpublished report David J. Reed.

Mein, E.S., 2003. Annual environmental report Comet Vale operations. Ted Mein & Associates. Unpublished report Reed Resources Ltd.

Miles, K.R., 1944. Scheelite deposits in the central Goldfields, Western Australia. Report of the Government Geologist for the year 1943. Department of Mines, Western Australia. P. 25-29.

Paterson, P., 2000. A geological interpretation of the Sand Queen line of mineralisation and an estimation of available ore grade gold mineralisation in the new discovery (unofficially named the Sand George). Unpublished report David J. Reed.

Paterson P., 2001. Report on RC drilling program mining lease M29/52. Unpublished report David J. Reed.

Potter, D.S. 2006. Comet Vale project annual report for the year ending 31 December 2004. M29/52, GML29/6196, M29/35, P29/1374 and E29/163. Unpublished report Reed Resources Ltd.

• Swager, C.P., 1994. Geology of the Menzies 1:100,000 sheet. Geol Survey Western Australia 1:100,000 series Explanatory Notes.

Wesley, G., 2003. Genesis of lode gold mineralisation at the Sand George deposit, Comet Vale, Western Australia. Curtin University Hons dissertation, unpublished. 172p.

Witt, W.K., 1993. Gold deposits of the Menzies and Broad Arrow areas. Geol Survey Western Australia Record 1992/13, p:67-76.

11. Glossary

11. Glossary
A horizon	Upper layer in soil section containing organic matter.
AAS	Atomic absorption spectrometer; a method of assaying rocks and minerals.
Adelaidean	The youngest part of the Proterozoic period, about 1,400 to 600 million years
	ago.
Aeolian	Applied to deposits transported by the wind.
Aerial Photography	The taking of air photos for surveying or other purposes.
Aeromagnetics	Measurement of the earth’s magnetic feld from an aircraft for the purpose of
	recording magnetic characteristics of rocks
Alluvial	Referring to unconsolidated stream sediments of relatively young geological age.
Alluvium	Gravel and sediment found along rivers and creeks.
Alteration Zone	Zone within which rock forming minerals have been chemically changed.
Altered	Referring to physical or chemical change in a rock or mineral subsequent to this
	formation.
Amphibolite	A metamorphic rock composed mainly of amphibole.
Amygdaloidal	A general name for volcanic rocks containing gas cavities flled with secondary
	minerals.
Andesite	A volcanic rock containing little or no quartz and composed of feldspar and one
	or more mafc minerals.
Ankerite	Iron rich dolomite.

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Section 8

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Anomalous	Having statistically signifcant higher or lower values.
Anomaly	A portion of an area surveyed which is different in appearance from the area
	surveyed in general or containing higher or lower values than considered normal.
Anticline	An upward fold of the rock formation.
Antiform	Upward arching fold for which stratigraphic sequence is unknown.
Archaean	The oldest rocks of the earth’s crust – older than 2,400 million years.
Arkose	Feldspar rich sandstone.
Arsenic	A mineral, the native element, occurring in grey masses.
Arsenopyrite	Arsenic iron sulphide material.
Assay	An examination of a mineral, ore or alloy to determine certain of its ingredients.
ASX	Australian Stock Exchange.
Auger	A screw-like drill designed to provide shallow soil or soft rock samples.
Auriferous	Containing gold.
Background Values	Average abundance of an element in an area where the concentration is not
	anomalous.
Basalt	A fne grained dark igneous rock, generally extrusive, composed of half feldspar
	and half mafc minerals.
Base metal	Non precious metal. Commonly used to refer to copper, lead and zinc.
Basement	Crustal layer of rock beneath the sedimentary strata.
Base volcanics	Rocks of volcanic origin comparatively low in silica and rich in mafc minerals.
Basin	A depression of large size in which sediments have accumulated.
Bedding	Arrangement of individual beds or layers.
Bedrock	The solid rock underlying soil, alluvium, laterite, etc.
Belt	A zone or a band of a particular kind of rock strata exposed on the surface.
BIF	Banded Iron Formation. Tabular rock body usually consisting of alternating
	bands of quartz and iron rich minerals.
BLEG	Bulk leach extractable gold; chemical method of estimating the gold content of
	soil samples by cyanide extraction.
Calcareous rock	Sedimentary rock containing substantial amounts of calcium carbonate.
Calcite	Calcium carbonate.
Calcrete	Superfcial gravels cemented by calcium carbonate.
Carbonate	Common mineral type consisting of carbonates of calcium, iron and/or
	magnesium.
Carpentarian	The middle part of the Proterozoic period.
Cassiterite	Naturally occurring oxide of tin.
Chalcopyrite	Copper iron sulphide material.
Channel Sample	A continuous channel cut to a specifed length in a rock exposure to provide a
	sample for assay purposes.
Chert	Dense finty rock composed almost wholly of silica.
Chromite	Iron-chromium oxide mineral.
Clastics	Sediments derived from erosion of pre-existing rocks.
Colluvium	Loose and incoherent deposits usually at the foot of a slope and transported there
	by gravity.
Complex	An assemblage of related rock that have been intricately mixed or otherwise
	complicated.
Composite soil sampling	Method of analysing soil samples whereby an aggregate of two or more samples
	are assayed together.

Page 32

Conduits	Channelways.
Conglomerate	A sedimentary rock containing large rounded rock fragments.
Country rock	The enclosing rock around a body of ore.
Craton	A relatively immobile part of the earth’s crust, generally of a large size.
Cumulate	Rocks in layered igneous intrusions which appear to have formed by the
	accumulation of crystals.
Deformation	Process by which rocks are folded or faulted.
Deposition	The precipitation of mineral matter from solution.
Diamond drilling	Method of obtaining a cylindrical core of rock by drilling with a diamond
	impregnated bit.
Diorite	Coarse-grained intrusive rock of intermediate composition.
Dip	The angle at which layered rocks, foliation, a fault, or other planar structures, are
	inclined from the horizontal.
Displacement	Relative movement of the two sides of a fault.
Disseminated	Mineral grains scattered throughout host rock.
Distal	Sediments formed far from the source area.
DoIRE	Department of Industry, Resources and Environment
Dolerite	Medium-grained crystalline basalt.
Down dip	Direction which is most likely downwards on a lithological structure or surface.
Dragfold	Any fold that is a subsidiary part of a large fold.
Drainage	The process of discharge of water from an area by stream or sheet fow and
	removal of excess water from soil by downward fow.
Dyke	Tabular igneous intrusion cutting across the bedding or other planar structures in
	the country rocks.
EL(A)	Exploration licence (application).
Electromagnetic survey	Method of measuring the alternate magnetic felds associated with electrical
(EM)	currents artifcially or naturally maintained in the subsurface.
EM	Electromagnetic survey.
Epidote	Calcium aluminium silicate mineral.
Epigenetic	A mineral deposit formed later than the enclosing rock.
Epithermal	Mineral deposit formed in faults and fractures, mainly in volcanic rocks within
	about 1km of the Earth’s surface, from low temperature hydrothermal fuids.
Extrusive	Igneous rocks that have fowed out onto the Earth’s surface.
Facies	The general appearance or nature of one part of rock body as contrasted with
	other parts.
Fault	A fracture in rocks along which rocks on one side have been moved relative to
	the rocks on the other. The movement may provide a channel for the passage of
	mineral bearing solutions.
Feldspar	A very abundant group of rock-forming silicate minerals in which calcium,
	sodium and potassium are in combination with aluminium.
Felsic	Fine grained igneous rocks with a very low content of mafc minerals.
Fold	A bend in rock strata.
Foliation	Laminated structure in rocks resulting from the parallelism of the constituent
	minerals or by segregation of different minerals into layers.
Fracturing	Natural or induced breaks in a rock which enhance its reservoir properties.
g/t	Grams per tonne – measure of gold content of rock or sample.
Gabbro	Coarse grained dark igneous rock of similar composition to basic volcanics.
Galena	Lead sulphide mineral.

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Section 8

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Geochemical surveys	The application of methods and techniques of geochemistry, such as soil and rock
	sampling, in the search for minerals.
Geophysical surveys	The exploration of an area in which physical properties (e.g., resistivity,
	conductivity, magnetic properties) unique to the rocks in the area are
	quantitatively measured by one or more geophysical methods.
Gossan	Rust coloured oxidised or weathered capping or staining of a mineral deposit
	generally formed by the decomposition of metallic sulphides.
Grade	Quantity of gold or other metal per unit weight of host rock or sample.
Granite	Coarse grained igneous crystalline rock with a high silica content.
Grassroots	Mineral exploration program in an area not previously tested for the mineral
	sought or exploration undertaken before drilling targets have been identifed.
Gravity survey	Survey in which measurements are made of the earth’s gravity. The differences
	between measured and theoretical gravity values are used to plot gravity highs
	and lows.
Greenstone	Field term for any fne grained mafc igneous rock.
Greywacke	Sedimentary rock composed of fragments which are poorly sorted with respect to
	size and shape.
Heavy Minerals (HM)	Minerals with a high specifc gravity.
Host rock	Rock containing mineralisation.
Hydrothermal alteration	The alteration of rocks caused by circulating fuids.
Hydrothermal gold	Gold deposited from hot fuids.
Igneous	Rocks formed by solidifcation from the molten state.
Illite	A general name for a group of clay minerals intermediate in composition and
	structure between muscovite and montmorillonite.
Illmenite	An iron-black, opaque mineral, the principal ore of titanium and the principal
	component of heavy mineral sands deposits.
Indicated Resource	A resource sampled by drill holes, underground openings, or other sampling
	procedures at locations too widely spaced to ensure continuity but close enough
	to give a reasonable indication of continuity on geological evidence.
Inferred Resource	An estimate of the extent of mineralisation, inferred from the broad geological
	character such as drill holes, underground openings, or other sampling
	procedures and before testing and sampling information is suffcient.
Interbedded	Occurring between beds.
Intersection	Portion of a drill hole which passes through mineralisation or a feature of
	exploration interest.
Intracratonic	Situated within a stable continental region.
Intrusive	A rock that has intruded previously existing rocks.
IP Induced polarisation	Method of ground geophysical surveying which employs the passing of an
	electrical current into the ground to test for indications of conductive metallic
	sulphides.
JORC code	The Australian code for reporting of mineral resources and ore reserves.
Kimberlite	Brecciated ultrabasic rock of distinctive composition with which diamonds may
	be associated.
km	Kilometre.
km²	Square kilometres.
Komatiite	A high magnesium ultramafc rock of Archaen age with characteristic texture.
Lag	Accumulation of hard rock fragments on the surface after the removal of fner
	material by wind or water; a loose aggregate.
Landsat	Satellite which provides multi-spectral imagery of the earth’s surface.
Laterite	Iron rich residual surface rock capping.

Page 34

Lava	Rock formed from molten material ejected by a volcano.
Limestone	Carbonate rock.
Lineament	Long major topographic feature commonly resulting from a fault.
Lithological	Pertaining to the type of rock.
Lode	Tabular or vein like deposit of valuable mineral between well defned walls.
m	Metre(s)
Ma	Million years.
Mafc	Referring to igneous rocks composed dominantly of iron and magnesium
	minerals.
Magnetite	A mineral; oxide of iron that is magnetic.
Malachite	A hydrated copper carbonate mineral.
Massive	Containing no (or very few) planar structures.
Massive Sulphides	A mass of rock consisting of greater than 40% sulphides.
Measured Resource	That part of a mineral resource for which Tonnage, grade etc. are estimated with a
	high level of confdence.
Metamorphic Facies	A group of metamorphic rocks characterized by particular mineral associations
	indicating origin under restricted temperature-pressure conditions
Metamorphic Grade	The grade of metamorphism depends upon the extent to which the metamorphic
	rock differs from the original rock from which it was derived.
Metamorphism	Alteration and recrystallisation of rocks because of heating or application of
	pressure or both.
Metasediments	Partly metamorphosed sedimentary rocks.
Metasomatism	A metamorphic change which involves the introduction of material from an
	external source. Whether or not there is a corresponding amount of material
	expelled depends on the conditions.
Mineralisation	The concentration of metals and their chemical compounds within a body or
	rock.
MMI	Mobile Metal Ion technology is based on partial extraction of metals from the soil
	and is recognised reconnaissance soil sampling method.
Monzonite (Monzogranite)	A granular plutonic rock containing equal amounts of orthoclase and plagioclase
	and intermediate between syenite and diorite.
Moz	Million ounces.
Mt	Million tonnes.
Mtpa	Million tonnes per annum.
NA	Not available.
Olivine	An important rock-forming mineral, especially in mafc and ultramafc rocks.
Ore	Mineral bearing rock that can be (or has been) mined and treated.
Orogeny	Process by which structures within foldbelt mountainous areas are formed.
Orthomagmatic	Crystallisation from a typical magma.
Outcrop	An exposure of bedrock at the surface or projecting through the overlying soil
	cover.
Oxidised	Near-surface decomposition by exposure to the atmosphere and groundwater.
Oz	Ounce(s).
pa	per annum.
Palaeoproterozoic	Ranges in age between Palaeozoic (570-227mya) and Proterozoic (most recent of
	two great divisions of Precambrian).
Percussion drilling	Method of drilling which utilises a hammering action under rotation to penetrate
	rock while the cuttings are forced to the surface by compressed air returning
	outside the drill rods.

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Peridotite	Coarse grained plutonic rock composed mostly of olivine.
Petrography	The description and systematic classifcation of rocks by means of microscopic
	examination of thin sections.
Petrology	The branch of geology dealing with the origin, occurrence, structure and history
	of rocks.
PGE	Platinum group elements.
Polymetallic	Mineral deposit containing a number of metals, a term usually applied to complex
	sulphide ores.
Porphyry	A term frst given to an altered variety of porphyrite because of its purple colour,
	now extended to all rocks containing phenocrysts in a fne grained or aphanatic
	groundmass.
ppb	Parts per billion.
ppm	Parts per million,
Precious Metals	A group of metals sold in bullion form including gold, silver and PGE’s.
Probable Reserve	Is economically mineable part of indicated and in some circumstances Measured
	Mineral Resource.
Proven Resource	Is economically mineable part of Measured Mineral Resource.
Pyrite	An iron sulphide mineral. Iron pyrites are sometimes called fool’s gold.
Quartz	Very common mineral composed of silica.
Quartzite	A granular metamorphic rock consisting essentially of quartz.
RAB	Rotary air blast drilling. Drilling where the cuttings are returned outside the drill
	stem and thus are liable to contamination from the walls rocks.
Reconnaissance	A general examination or survey of a region with reference to its main features.
RC	Reverse circulation drilling. Drilling where the cuttings are returned inside the
	drill stem.
Regolith	Weathered portion of the land surface down to bedrock.
Residual	Characteristic of, pertaining to, or consisting of, residuum. Remaining essentially
	in place after all but the least soluble constituents have been removed; said of the
	material eventually resulting from the decomposition of rock.
Resource	Mineralisation to which conceptual tonnage and grade fgures are assigned, but
	for which exploration data are inadequate to calculate geological reserves and/or
	to which mining parameters have not been applied.
Rock-chip sampling	Obtaining a sample, generally for assay, by breaking chips off a rock face.
Sandstones	Rocks composed principally of quartz sand grains.
Secondary	Formed as consequence of alteration of pre-existing minerals.
Sediment	Rocks formed of particles deposited from suspension in water, wind or ice.
Shale	Sedimentary rock formed by the consolidation of mud or slit.
Shear	Zone in which rocks have been deformed by lateral movement along innumerable
	parallel planes.
Sill	Wall-like intrusion igneous rock that is concordant with the structure of older
	adjacent rocks.
Siltstone	A very fne-grained consolidated clastic rock composed predominantly of slit
	grade.
Soil sampling	Collection of soil samples at a series of different locations in order to study the
	distribution of soil geochemical values.
Source rocks	The geological formation in which oil, gas and/or other minerals originate.
SP Survey	Spontaneous potential geophysical survey method.
Splay	Divergent small faults at the extremities of large normal faults.

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Stockwork	A network of, usually quartz veinlets diffused in the original rock.
Stratabound	Confned within a particular strata.
Stratigraphy	Study of stratifed rocks, especially their age, correlation and character.
Stream-sediment survey	Systematic sampling of sediments within drainage channels.
Strike	The direction of bearing of a bed or layer of rock in the horizontal plane.
Structure	The sum total of the structural features of an area.
Sulphides	Minerals comprising a chemical combination of sulphur and metals.
Supergene	Mineral deposit or enrichment formed near the surface, commonly by descending
	solutions.
Syngenetic	Said of mineral deposits formed contemporaneously with and by the same
	process.
Syncline	A fold in rock strata that is concave upwards with a core of younger rocks.
Tectonic	Of, pertaining to, designating the rock structure and external forms resulting from
	the deformation of the earths crust.
Tenement	Area of land defned by a government authority over which an applicant may
	conduct exploration of mining activity.
Tholeiite	A variety of basalt poor in alkalis and characterised by the presence of
	orthopyroxene in addition to calcic plagioclase and clinopyroxene. Tholeiitic
	basalt is the commonest lava on the ocean foor and in continental food bas.
Thrust	Overriding movement of one crustal unit over another.
Titanium	Dark grey metallic element.
Transported Cover	Shallow soils, rocks and unconsolidated sediments derived from another source
	and not in situ.
Tuff	Compacted pyroclastic rock of cemented volcanic ash.
Tuffaceous sandstone	Indurated sedimentary rock composed of sand grains derived from explosive
	volcanic activity.
Ultramafc	Referring to an igneous rock composed essentially of dark-coloured iron and
	magnesium minerals.
Unconformity	A surface within a sedimentary sequence representing a break in the continuity of
	deposition.
Upper Devonian	Upper part of the Palaeozoic between 400 to 345 mya.
Vanadium	A grey or white, malleable, ductile, polyvalent metallic element.
Vein	A narrow dyke-like intrusion of mineral traversing rock mass of different
	material.
VMS	Volcanic hosted massive sulphide. Mineralisation associated with hyrothermal
	systems developed in volcanic and volcano-sedimentary rocks in a submarine
	setting.
Volcanic	Class of igneous rocks that have fowed out of have been ejected at or near the
	Earth’s surface, as from a volcano.
Volcaniclastic	Descriptive of a clastic sediment containing material of volcanic origin.
Volcanogenic	Formed by the process directly connected with volcanism.
Weathering	The group of processes that change the character and composition of rocks by
	decay.

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Section 9

Investigating Accountant’s Report

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2nd floor, 35 Havelock Street, West Perth WA 6005 Po Box 609, West Perth WA 6872 Telephone: (08) 9322 2798

31 October 2007

The Directors Kingsrose Mining Limited Suite 3 16 Kearns Crescent APPLECROSS WA 6153

Dear Directors

INVESTIGATING ACCOUNTANT’S REPORT ON HISTORICAL AND PRO FORMA FINANCIAL INFORMATION

1. Introduction

This investigating accountant’s report has been prepared at your request to report on certain historical and pro forma financial information in respect of Kingsrose Mining Limited. The report has been prepared for inclusion in a prospectus ("the prospectus") to be dated on or about 31 October 2007 relating to the proposed issue by Kingsrose Mining Limited of 30,000,000 ordinary shares at 20 cents each to raise a total of $6,000,000.

2. Basis of Preparation

This investigating accountant’s report has been prepared to provide investors with information on historical results and assets and liabilities of Kingsrose Mining Limited. The historical and pro forma financial information is presented in an abbreviated form and does not include all of the disclosures required by the Australian Accounting Standards applicable to annual financial reports in accordance with the Corporations Act 2001. The financial information has been prepared in accordance with the Australian Equivalents to International Financial Reporting Standards (AIFRS). This report does not address the rights attaching to the securities to be issued in accordance with the prospectus, nor the risks associated with investment. Mack & Co has not been requested to consider the prospectus for Kingsrose Mining Limited, the securities on offer and related invoicing issues, nor the merits and risks associated with becoming a shareholder and accordingly, has not done so, nor purports to do so. Mack & Co accordingly takes no responsibility for these matters or for any matter or omission in the prospectus, other than responsibility for this report.

3. Background

The company was incorporated as Kingsrose Pty Ltd on 6 January 2005. On 25 October 2005 the company changed its name to Kingsrose Mining Pty Ltd. On 12 July 2007 the company converted from a private company to a public company with the name of Kingsrose Mining Limited and a new constitution.

From 11 January 2005 to 25 May 2007 the company acted as trustee for the Kingsrose Unit Trust. On 25 May 2007 the company was removed as trustee of the trust and was replaced by a new trustee.

On and since incorporation and up to the date of this report the Company has issued the following shares:

• Issue of 1 fully paid subscriber share on incorporation. This was redeemed on 10 January 2005.

• Issue of 20 ordinary fully paid shares on 10 January 2005 for $20.

• Issue of 8,800,000 fully paid ordinary shares on 3 October 2007 for $63,000.

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Under the terms of an asset sale agreement dated October 2007 the Company will acquire certain assets and liabilities of the Kingsrose Unit Trust based on the financial statements prepared for the trust at 20 April 2007 for a consideration of $10,000 to be satisfied by the issue of 20,000,000 fully paid ordinary shares in the Company. The agreement is subject to the seller obtaining the prior written consent of parties to a joint venture agreement to which the seller is a party to have the Company stand in its place and the Company completing a capital raising under the IPO prospectus and receiving conditional approval for admission to the official list of the Australian Securities Exchange by 31 December 2007 or such later date as the parties agree in writing. Details of the assets and liabilities the subject of this agreement are set out in appendix 1.

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Under the amended terms of the farm-in and joint venture agreement in order for Kingsrose to have a share of the tenement interests transferred to its name the joint venture must produce not less than 25,000 ounces of gold by 31 May 2009.

The operations carried on by the Kingrose Unit Trust have continued from 20 April 2007 and have been accounted for from that date as if they were carried on by Kingsrose Mining Limited. The data set out in Appendix 2 under the heading “Unaudited 31 August 2007” is a summary of these operations for the period 20 April 2007 to 31 August 2007 and the balance sheet as at 31 August 2007.

4. Scope

We have conducted an independent review of the following:

• 4.1 The income statement of Kingsrose Unit Trust for the period from 11 January 2005 to 30 June 2005, the year ended 30 June 2006 and the period 1 July 2006 to 20 April 2007.

• 4.2 The balance sheet of Kingsrose Unit Trust as at 30 June 2005, 30 June 2006 and 20 April 2007.

• 4.3 The balance sheet of Kingsrose Mining Limited as at 31 August 2007 and the income statement from 20 April 2007 to 31 August 2007 prepared on the basis that the company conducted the business for this period and had acquired the assets and assumed the liabilities set out in the asset sale agreement.

• 4.4 The pro-forma income statement, balance sheet and statement of changes in equity of Kingsrose Mining Limited at 31 August 2007 which adjusts these statements to include the financial effects of:

• (a) the proposed issue pursuant to the prospectus of 30,000,000 fully paid ordinary shares to raise $6,000,000.

• (b) the estimated capital raising costs of the issue of $400,000.

• (c) the issue on 3 October 2007 of 8,800,000 fully paid ordinary shares for $63,000 cash.

• (d) the proposed issue of $2,200,000 of convertible notes to retire loans owed by the company.

• (e) the proposed issue of 6,250,000 fully paid ordinary shares in satisfaction of $1,250,000 of loans owed by the company.

• (f) the proposed payment by cash from the proceeds of the issue of the balance of the loan accounts totalling $631,472.

• (g) the proposed payment by cash from the proceeds of the issue of the bank equipment loans of $251,212.

• (h) the proposed payment of the estimated stamp duty on the asset sale agreement of $144,000.

The company data has been presented using the going concern basis. This basis assumes that expenses incurred and revenues earned in the ordinary course of business will be paid and received on a timely basis. Accordingly receivables and payables of this nature have not been included in the proforma adjustments listed above.

All of the financial information referred to above has not been audited. The directors of Kingsrose Mining Limited are responsible for the preparation and presentation of the historical and Proforma financial information including the determination of the pro-forma transactions.

Our review has been conducted in accordance with Australian Auditing and Assurance Standard ASRE 2410 and was limited to inquiries and discussions with the directors of Kingsrose Mining Limited, reading of directors minutes and relevant contracts, review of publicly available information and review of work papers, accounting records and other documents for Kingsrose Mining Limited and the Kingsrose Unit Trust.

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Our review also determined whether the pro-forma transactions formed a reasonable basis for the preparation of the pro-forma balance sheet.

These review procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than that given in an audit. We have not performed an audit on the historical financial information and the pro-forma balance sheet and accordingly we do not express an audit opinion on the historical financial information and the pro-forma financial information set out in Appendix 2.

5. Review Opinion

Based on the scope of our review, which is not an audit, nothing has come to our attention that causes us to believe that the historical information, as set out in Appendix 2, does not present fairly, in accordance with the recognition and measurement requirements, but not all of the disclosure requirements of applicable accounting standards and other mandatory professional reporting requirements in Australia, the following:

• (a) The balance sheet of Kingsrose Mining Limited at 31 August 2007, the statement of changes in equity, the income statement and the statement of cash flows from 20 April 2007 to 31 August 2007 prepared on the basis set out in 4.3 above.

• (b) The pro-forma balance sheet of Kingsrose Mining Limited at 31 August 2007, the proforma statement of changes in equity, the pro-forma income statement and the proforma statement of cash flows from 20 April 2007 to 31 August 2007 had the transactions as set out in section 4.4 of this report taken place as at 31 August 2007.

6. Subsequent Events

• 6.1 In September 2007 the company entered into a mining services agreement with Westralmen Pty Ltd, Darren Phillips and Michael Green by which Westralmen Pty Ltd agreed to perform mining services for a period of 2 years for a fee of $418,000 per annum inclusive of GST payable in instalments monthly in arrears.

• 6.2 In October 2007 the Company entered into an employment agreement with Mr D F Hatch whereby Mr Hatch will be employed as managing director of the Company. Employment will commence from the date the Company shares are listed on the Australian Securities Exchange for a period of three years at a commencing salary of $300,000 per annum plus 9% superannuation and the use of a Company motor vehicle. Mr Hatch has been issued 3,000,000 free options with an exercise price of 25c per option expiring on 31 December 2012.

• 6.3 In October 2007 the Company issued 2,500,000 free options to the following:

• 1,000,000 to Mr JC Morris

• 1,000,000 to Mr MJ Andrews

• 500,000 to Abillo Pty Ltd as trustee for the MR Smith Family Trust.

• Each option will entitle the holder to one fully paid share in the Company at an exercise price of 25c at any time up to 31 December 2012.

7. Disclosure

At the date of this report Mack & Co does not have any pecuniary interest in Kingsrose Mining Limited that would reasonably be regarded as being capable of affecting its ability to give an unbiased opinion in this matter. Mack & Co will receive a professional fee for the preparation of this report.

Mack &Co consents to the inclusion of this report (including Appendix 1 and Appendix 2) in the Prospectus in the form and context in which it is included. At the date of this report this consent has not been withdrawn.

Yours faithfully

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MACK & CO

N A CALDER PARTNER

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APPENDIX 1

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ASSETS BEING ACQUIRED AND LIABILITIES TRANSFERRED

ASSETS BEING ACQUIRED AND LIABILITIES TRANSFERRED
CURRENT ASSETS Cash and cash equivalents TOTAL CURRENT ASSETS NON CURRENT ASSETS Term deposit Plant and equipment Mining development expenditure TOTAL NON CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Bank borrowings for equipment Less unexpired charges Loan – unsecured TOTAL CURRENT LIABILITIES NON CURRENT LIABILITIES Bank borrowings for equipment Less unexpired charges Loans – unsecured TOTAL NON CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS	$ 424,050
	424,050
	185,194 1,148,680 1,634,706
	2,968,580
	3,392,630
	265,938 (21,577) 187,425
	431,786
	85,682 (3,485) 2,868,647
	2,950,844
	3,382,630
	10,000

The net asset acquisition figure of $10,000 is to be satisfied by the issue of 20,000,000 fully paid ordinary

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Section 9

Investigating Accountant’s Report

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shares in Kingsrose Mining Limited.

APPENDIX 2

INCOME STATEMENT

FOR THE PERIOD 20 APRIL 2007 TO 31 AUGUST 2007

INCOME STATEMENT FOR THE PERIOD 20 APRIL 2007 TO 31 AUGUST 2007
	Unaudited	Proforma
	31 August 2007	Unaudited
	$	$
Income
Interest	7,016	7,016
Insurance recovery	17,308	17,308
Closing stock	611,602	611,602
	635,926	635,926
Expenses
Materials and consumables used	(320,335)	(320,335)
Employee benefts expense	(544,833)	(544,833)
Depreciation	(154,672)	(154,672)
Contractors and consultants	(107,467)	(107,467)
Finance costs	(17,175)	(17,175)
Other expenses	(226,967)	(226,967)
Proft/(loss) from ordinary activities before income tax expense	(735,523)	(735,523)
Income tax expense relating to ordinary activities	-	-
Proft/(loss) from ordinary activities after related income tax expense	(735,523)	(735,523)

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To be read in conjunction with the notes to the unaudited financial statements

APPENDIX 2

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APPENDIX 2
BALANCE SHEET
AS AT 31 AUGUST 2007
	Note	Unaudited	Proforma
		31 August 2007	Unaudited
		$	$
CURRENT ASSETS
Cash and cash equivalents	3	167,741	4,804,057
Receivables	4	47,847	47,847
Inventory	5	611,602	611,602
TOTAL CURRENT ASSETS		827,190	5,463,506
NON CURRENT ASSETS
Cash and cash equivalents	3	188,338	188,338
Property, plant and equipment	6	1,280,456	1,280,456
Mine development costs	7	1,634,706	1,778,706
TOTAL NON CURRENT ASSETS		3,103,500	3,247,500
TOTAL ASSETS		3,930,690	8,711,006
CURRENT LIABILITIES
Trade and other payables	8	1,536,334	323,509
Financial liabilities	9	169,016	-
TOTAL CURRENT LIABILITIES		1,705,350	323,509
NON CURRENT LIABILITIES
Other payables	8	2,868,647	-
Financial liabilities	9	82,196	-
Convertible notes - unsecured	10	-	2,200,000
TOTAL NON CURRENT LIABILITIES		2,950,843	2,200,000
TOTAL LIABILITIES		4,656,193	2,523,509
NET ASSETS/(LIABILITIES)		(725,503)	6,187,497
EQUITY
Issued capital	11	10,020	6,923,020
Accumulated loss		(735,523)	(735,523)
TOTAL EQUITY		(725,503)	6,187,497

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Investigating Accountant’s Report

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To be read in conjunction with the notes to the unaudited financial statements

APPENDIX 2

STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD 20 APRIL 2007 TO 31 AUGUST 2007

UNAUDITED 31 AUGUST 2007 Opening balance 20 April 2007 Net loss for period Balance at 31 August 2007 PRO FORMA Opening balance 20 April 2007 Issue of shares Less costs of issue Net loss for period Balance at 31 August 2007	Issued Accumulated Total Capital Losses $ $ $ 10,020 - 10,020 - (735,523) (735,523
	10,020 (735,523) (725,503
	10,020 - 10,020 7,313,000 - 7,313,000 (400,000) - (400,000) - (735,523) (735,523
	6,923,020 (735,523) 6,187,497

To be read in conjunction with the notes to the unaudited financial statements

Page 44

APPENDIX 2

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STATEMENT OF CASH FLOWS FOR THE PERIOD 20 APRIL 2007 TO 31 AUGUST 2007

STATEMENT OF CASH FLOWS FOR THE PERIOD 20 APRIL 2007 TO 31 AUGUST 2007
Note	Unaudited	Proforma
	31 August 2007	Unaudited
	$	$
Cash fow from/(used in) operating activities
Payments to suppliers	(982,080)	(982,080)
Interest paid	(17,175)	(17,175)
Interest received	7,016	7,016
Other income	17,308	17,308
Cash fow from/(used in) operating activities	(974,931)	(974,931)
Cash fow from/(used in) investing activities
Payment for property, plant and equipment	(228,308)	(228,308)
Payment of stamp duty on asset sale agreement	-	(144,000
Cash used in investing activities	(228,308)	(372,308)
Cash fow from/(used in) fnancing activities
Investment in term deposits	(3,144)	(3,144)
Proceeds from share issues	-	6,063,000
Payments for share issue costs	-	(400,000)
Repayments of unsecured loans	-	(631,472)
Proceeds from unsecured loans	1,025,400	1,025,400
Payments off bank equipment loans	(75,346)	(326,558)
Cash fow from fnancing activities	946,910	5,727,226
Net increase/(decrease) in cash and cash equivalents	(256,329)	4,379,987
Cash and cash equivalents acquired under asset sale agreement	424,050	424,050
Cash and cash equivalents at start of period	20	20
Cash and cash equivalents at end of period	167,741	4,804,057

To be read in conjunction with the notes to the unaudited financial statements

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Section 9

Investigating Accountant’s Report

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NOTES TO THE UNAUDITED FINANCIAL STATEMENTS AS AT 31 AUGUST 2007

1. FINANCIAL REPORTING FRAMEWORK

Basis of preparation of Proforma Financial Information

The Proforma Financial Information of Kingsrose Mining Limited has been prepared in accordance with the recognition and measurement, but not all of the disclosure requirements of applicable Accounting Standard and other authoritative pronouncements of the AASB.

Significant Accounting Policies

(a) Exploration, evaluation, development and restoration costs

Exploration and evaluation expenditure

Exploration and evaluation expenditure is stated at cost and is accumulated in respect of each identifiable area of interest.

Such costs are only carried forward in respect of areas of interest for which the rights of tenure are current and where:

• such costs are expected to be recouped through successful development and exploitation of the area of interest or, alternatively, by its sale; or

• activities in the area have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active and significant operations in, or in relation, to the area are continuing.

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Where carried- forward expenditure does not satisfy the policy stated above it is written off to the income statement in the period in which it is incurred.

Accumulated costs in relation to an abandoned area are written off to the income statement in the period in which the decision to abandon the area is made.

Mine development costs

Costs incurred in bringing the operation to a mining stage have been capitalised as mine development costs. The company will determine an appropriate amortisation policy in respect of these costs.

Rehabilitation, restoration and environmental costs

Long-term environmental obligations are based on the company's environmental management plans, in compliance with current environmental and regulatory requirements.

The costs include obligations relating to reclamation, waste site closure, plant closure and other costs associated with the restoration of the site.

Full provision is made based on the net present value of the estimated cost of restoring the environment disturbance that has been incurred as at the balance date. Increases due to additional environmental disturbance (to the extent that it relates to the development of an asset) are capitalised and amortised over the remaining lives of the mines.

Annual increases in provision relating to the change in the present value of the provision are accounted for in earnings.

The estimated costs of rehabilitation are reviewed annually and adjusted as appropriate for changes in legislation, technology or other circumstances. Cost estimates are not reduced by the potential proceeds from the sale of assets or from plant clean-up at closure.

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(b) Income tax

Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases and of the assets and liabilities and their carrying amounts for financial reporting purposes.

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Deferred income tax liabilities are recognised for all taxable temporary differences except where the deferred income tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of transaction, affects neither the accounting profit nor taxable profit or loss.

Deferred income tax assets are recognised for all deductible temporary differences, carryforward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilised except where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates of (and tax laws) that have been enacted or substantially enacted at the balance sheet date.

Income taxes relating to items recognised directly in equity are recognised in equity and not in the income statement.

(c) Cash and cash equivalents

Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less.

For the purposes of the cash flow statements, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

(d) Inventory

Inventories are measured at the lower of cost and net realisable value.

(e) Property, plant and equipment

Plant and equipment is measured on the cost basis less depreciation and impairment losses. Depreciation is calculated on plant and equipment using the diminishing value basis.

Rates used are:
Class of Fixed Asset	Depreciation Rate
Headframe and property improvements	5% - 7.5%
Plant and equipment	10% - 20%
Motor vehicles	18.75%
Low value pooled items	37.5%

(f) Goods and services tax

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office ("ATO"). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable.

Receivables and payables are stated with the amount of GST included.

(g) Impairment

At each reporting date, the company assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the company makes a formal estimate of the recoverable amount.

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Section 9 Investigating Accountant’s Report

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Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount.

Recoverable amount is the greater of fair value less costs to sell and value in use. It is determined for each individual asset, unless the asset's value in use cannot be estimated to be close to its fair value less costs to sell and it does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

(g) Impairment

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessment of the time value or money and the risks specific to the asset or group of assets being assessed.

(h) Payables

Liabilities are recognised for amounts to be paid in the future for goods and services received, whether or not billed to the company. Trade accounts are normally settled within 60 days.

Payables to related parties are initially recognised at fair value and subsequently measured at amortised cost.

(i) Employee benefits

Provision is made for the company’s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled plus related on costs.

(j) Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and revenue can be reliably measured.

• (k) Issued capital

Issued and paid up capital is recognised at the fair value of the consideration received by the Company. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the proceeds received.

2. PROFORMA TRANSACTIONS

Proforma Unaudited represents Unaudited 31 August 2007 figures adjusted to reflect:-

(a) The effect of the proposed subscription issue of 30,000,000 fully paid ordinary shares at an issue price of 20c per share to raise $6,000,000.

(b) The estimated capital raising costs of the prospectus of $400,000.

(c) The issue in October 2007 of 8,800,000 fully paid ordinary shares for cash to raise seed capital of $63,000.

(d) The proposed issue of 6,250,000 fully paid ordinary shares at an issue price of 20c per share to repay $1,250,000 of the loan from Airedale (Asia) Limited. (e) The proposed issue of 5,000,000 convertible notes at an issue price of 20c each to repay $1,000,000 of the loan from Airedale (Asia) Limited. (f) The proposed issue of 6,000,000 convertible notes at an issue price of 20c each to repay $1,200,000 of the loan from JW Phillips. (g) The proposed payment of estimated stamp duty of $144,000 on the asset sale agreement. (h) The proposed payment of the bank equipment loans of $251,212. (i) The proposed payment by cash from the proceeds of the issue of the balance of the loan accounts totalling $631,472.

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3. CASH AND CASH EQUIVALENTS CURRENT Cash at bank and on hand Proceeds on proposed issues Less - estimated expenses of offer - proposed payment of loans from associates - proposed payment of bank equipment loans - proposed payment of stamp duty on asset loan agreement NON CURRENT Term deposit The term deposit has been provided as security for the bank equipment withdrawn until those loans are repaid in full.	Unaudited Proforma 31 August 2007 Unaudited $ $ 167,741 167,741 - 6,063,000 - (400,000) - (631,472) - (251,212) - (144,000)
	167,741 4,804,057
	188,338 188,338
	loans set out in Note 9 and cannot be

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4. RECEIVABLES GST receivable Other 5. INVENTORY Gold Stock on hand at market value Less royalty payable on sale at 2%	Unaudited Proforma 31 August 2007 Unaudited $ $ 40,220 40,220 7,627 7,627
	47,847 47,847
	624,084 624,084 (12,482) (12,482)
	611,602 611,602

Subsequent to year end the inventory was sold for the market value disclosed above.

6. PROPERTY PLANT AND EQUIPMENT Cost Accumulated Depreciation 7. MINE DEVELOPMENT COSTS Acquired from Kingsrose Unit Trust Estimated Stamp Duty payable	1,435,128 1,435,128 (154,672) (154,672)
	1,280,456 1,280,456
	1,634,706 1,634,706 - 144,000
	1,634,706 1,778,706
	Unaudited Proforma Unaudited Proforma

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Investigating Accountant’s Report

Section 9

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8. TRADE AND OTHER PAYABLES CURRENT Trade Creditors Unsecured loan – JW Phillips Accruals Provision for employee benefts NON CURRENT Unsecured loans	31 August 2007 Unaudited $ $ 201,732 201,732 1,212,825 - 114,777 114,777 7,000 7,000
	1,536,334 323,509
	2,868,647 -

The current unsecured loan of $1,212,825 is proposed to be satisfied in the proforma unaudited accounts through the issue of 6,000,000 convertible notes of 20c each for a total of $1,200,000 and repayment of $12,825 in cash.

The non current unsecured loans of $2,868,647 are proposed to be satisfied in the proforma unaudited accounts through:

accounts through:	accounts through:
• the issue of 6,250,000 fully paid ordinary shares to Airedale (Asia) Limited		1,250,000
• the issue of 5,000,000 convertible notes of 20c each to Airedale (Asia) Limited		1,000,000
• cash repayment		618,647
		2,868,647
9. FINANCIAL LIABILITIES
CURRENT
Bank equipment loans	181,218	-
Less unexpired changes	(12,202)	-
	169,016	-
NON CURRENT
Bank equipment loans	85,682	-
Less unexpired changes	(3,486)	-
	82,196	-
	Unaudited	Proforma
	31 August 2007	Unaudited

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10. CONVERTIBLE NOTES – UNSECURED

11,000,000 Convertible notes – unsecured of 20c each

$

$

• 2,200,000

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The convertible notes proposed to be issued will be for a term of 30 months from the date of issue and bear interest at the rate of 6% per annum payable annually in arrears. Each convertible note can be converted into one fully paid ordinary share in the company at any time on or before the redemption date at the option of the noteholder. Any convertible notes not converted by the redemption date will at the option of the Company be redeemed for cash at the rate of 20c per convertible note or converted to shares on the basis of one fully paid ordinary share in the company for each 20c convertible note on issue.

11. ISSUED CAPITAL

11. ISSUED CAPITAL
Issue of 20 ordinary fully paid shares on incorporation 6 January 2005 Proposed issue of 20,000,000 ordinary fully paid shares to be issued to KRM (WA) Pty Ltd as trustee for the Kingsrose Unit Trust as per asset sale agreement Issue of seed capital of 8,800,000 ordinary fully paid shares on 3 October 2007 for cash Proposed issued of 30,000,000 ordinary fully paid shares for cash Proposed issue of 6,250,000 ordinary fully paid shares to Airedale (Asia) Limited for loan conversion Less estimated costs of issue Cash Contributed equity	20 20 10,000 10,000
	- 63,000 - 6,000,000 - 1,250,000
	10,020 7,323,020 - (400,000)
	10,020 6,923,020

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Section 10 Solicitor’s Report

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FAIRWEATHER & LEMONIS

Barristers & Solicitors

30 October 2007

The Directors Kingsrose Mining Limited Suite 3 16 Kearns Crescent

APPLECROSS WA 6153

Dear Sirs

SOLICITOR’S REPORT ON WESTERN AUSTRALIAN TENEMENTS

This Solicitor’s Report (the “Report” ) is prepared for inclusion in a Prospectus to be dated on or about 31 October 2007 ( “Prospectus” ) for the issue by Kingsrose Mining Limited (the “Company” ) of 30,000,000 Shares at an issue price of 20 cents per Share.

The Report relates to 2 mining leases and 1 miscellaneous licence in Western Australia (the “Tenements” ), details of which are set out in the attached tenement schedule - Schedule 1 ( “Tenement Schedule” ) and summaries of the material agreements ( “Material Agreements” ) relevant to acquiring an interest in the Tenements as set out in the attached Schedule 2 ( “Material Tenement Agreements Schedule” ), which forms part of this Report.

Words and expressions that are defined in this Prospectus have the same meanings when used in this Report, unless the contrary intention is expressed.

1. SEARCHES OF THE TENEMENTS

We have caused to be conducted the following searches at or obtained the following reports from the relevant Western Australian or Commonwealth government departments:

• (a) Tenements searches of the Tenements conducted on 19 September 2007;

• (b) “Quick Appraisal” reports summarising information available on the Western Australian “TENGRAPH” system to determine native title claims upon the Tenements were obtained on 19 and 20 September 2007; and

• (c) a search of the Register of Native Title Claims maintained by the National Native Title Tribunal in respect of registered native title claims upon the Tenements which were conducted on 20 September 2007.

On the basis of the searches, materials and information supplied to us by the Company, subject to our qualifications set out below, we consider that this Report provides an accurate statement of the status of the Tenements as at the date on which they were searched and the Company’s interest in the Tenements as at the date of this Report.

2. TENEMENTS GENERALLY

The Tenements comprise of mining leases and a miscellaneous licence granted under the Mining Act 1978 (WA) . Details are provided in the Tenement Schedule. We provide below a brief summary of certain types of tenements in Western Australia.

The impact of native title on the Tenements is set out in section 3 below, however, assuming each government department complied with native title legislative requirements, we are of the opinion that each granted Tenement has been validly granted with respect to native title. The valid grant of any application for a tenement and which may be affected by native title will require compliance with the application provisions and processes of the native title legislation set out in section 3.

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2.1 Western Australia

Tenements in Western Australia are granted subject to various conditions prescribed by the Mining Act 1978 (WA) , including payment of rent, expenditure and reporting requirements and each tenement is granted subject to standard conditions which regulate the holder’s activities or are designed to protect the environment. These standard conditions are not detailed in this Report.

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The holder of a granted prospecting licence, exploration licence or mining lease is required to spend, or cause to be spent, a set amount per hectare or, in the case of exploration licences, per block in each tenement year on exploration or mining activities and a “Form 5” expenditure report must be lodged within 60 days after the anniversary date of the mining tenement. The Tenement Schedule sets out the details of the current minimum expenditure obligations for each granted Tenement. The Company may apply for exemption from compliance with the minimum expenditure requirements on certain grounds set out in section 102(2) of the Mining Act 1978 (WA) or at the discretion Minister. A failure to comply with the expenditure requirements renders the mining tenement open to forfeiture.

The holder of a mining tenement wishing to access private land or certain areas within a pastoral lease may have to agree the terms of compensation for the rights to access and work the land. We express no opinion on whether such arrangements are required or have been obtained.

2.2 Prospecting Licences

A prospecting licence entitles the holder, to the exclusion of others, to explore for minerals in the area of the licence but not to conduct commercial mining. A prospecting licence may cover a maximum area of 200 hectares and remains in force for up to 4 years but does not include a right of renewal.

The holder of a prospecting licence has the right to apply for one or more mining leases over any of the land the subject of the prospecting licence prior to the expiry of the prospecting licence. A prospecting licence, subject to a conversion application to a mining lease, remains in force pending the determination of the application for that mining lease.

There is no restriction on the assignment of a prospecting licence.

2.3 Exploration Licences

An exploration licence entitles the holder, to the exclusion of others, to explore for minerals in the area of the licence but not to conduct commercial mining. The maximum area of an exploration licence in Western Australia is 70 graticular blocks (between 196 and 231 square kilometres depending on the latitude).

An exploration licence remains in force for up to 5 years and may be extended in certain circumstances by 2 further periods of 1 or 2 years on application. The prescribed circumstances where the Minister is satisfied that delays or difficulties in carrying out an exploration program or the marking-out of a mining lease could not be undertaken, completed or was subject to impracticable conditions. In exceptional circumstances, the Minister may extend the term for an additional further period or periods of 1 year. An exploration licence remains in force pending a decision to extend its term. If an extension of term is granted then the minimum annual expenditure is increased as follows:

• (a) to $50,000 during the 6[th] and 7[th] years; and

• (b) to $100,000 during the 8[th] , 9[th] and any subsequent years.

An exploration licence is subject to statutory relinquishment of not less than half of the blocks at the expiration of the third year of the five year term. At the end of the fourth year half of the remaining blocks must also be relinquished.

The holder of an exploration licence has the right under the Mining Act 1978 (WA) to peg and apply for one or more mining leases over any of the land the subject of the licence prior to the expiry of the licence. That part of an exploration licence, subject to a conversion application to a mining lease, remains in force pending the determination of that mining lease.

An exploration licence can only be assigned during the first year of its term with Ministerial approval.

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Section 10 Solicitor’s Report

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2.4 Mining Leases

A mining lease entitles the holder, to the exclusion of others, to work, mine and take minerals won from the mining lease, subject to obtaining certain approvals. A mining lease covers a maximum of 1,000 hectares and remains in force for 21 years. The holder has the right, subject to complying with the Mining Act 1978 (WA) , to an extension of a further 21 years and at the end of the second 21 year term may apply to the Minister for Mines for an extension of a further 21 years. As with other mining tenements granted under the Mining Act 1978 (WA) , a mining lease is granted subject to conditions regulating the conduct of activities. In particular, the holder of a mining lease cannot commence developmental or productive mining unless the approval of the State Mining Engineer is first obtained.

It is a breach of the conditions of a mining lease to assign it without the prior written consent of the Minister for Mines.

2.5 Miscellaneous Licences

A miscellaneous licence may be granted over any land, including any land the subject of an existing mining tenement whether held by the applicant or another person or company for purposes directly connected with mining operations such as a road, a pipeline licence, a water licence or for any prescribed purpose such as a bore or communications to service a mining facility.

An application fee and rent is payable in respect of all miscellaneous licences. A miscellaneous licence is subject to prescribed terms and conditions which are specified in the miscellaneous licence. There is no limit to the number of the miscellaneous licences a person or company may hold.

The term of a miscellaneous licence granted after 6 June 1998 is 21 years and may be renewed for further terms. A miscellaneous licence can be applied for over, and can co-exist with, other mining titles.

3. OVERVIEW OF NATIVE TITLE

3.1 General Overview

For the purposes of this Report and for the purposes of reviewing native title issues in respect of the Tenements, we assume that the Tenements have been validly granted (apart from potential invalidity on native title grounds).

Native title refers to the unique title held by Australian indigenous peoples over Australian land or waters ( “Native Title” ), first recognised in Australia in the landmark Mabo v Queensland ( “Mabo” ) case on 3 June 1992.

To establish Native Title, a claimant group must show that they have historically enjoyed certain customary rights and privileges and a traditional connection in respect of a particular area of land. Native Title may be extinguished either by voluntary surrender to the Crown, death of the last survivor of a community entitled to Native Title, abandonment of the land in question by that community or the granting of an “inconsistent interest” in the land by the Crown.

The Commonwealth Parliament responded to the Mabo decision by passing the Native Title Act 1993 (Cth) (the “Native Title Act” ) which:

• (a) recognised Native Title rights;

• (b) validated ‘past acts’, including the grant of mining tenements and ancillary titles granted before 1 January 1994;

• (c) provided for the protection of Native Title in ‘future acts’, including the grant of certain titles after 31 December 1993; and

• (d) provided for the procedures to claim and register Native Title and to claim compensation for the extinguishment or impairment of Native Title.

The Native Title Amendment Act 1998 (Cth) (the “Amendment Act” ) extensively amended the Native Title Act. The Amendment Act validated titles which may have been invalidly granted over pastoral leases and certain other leasehold interests during the period 1 January 1994 to 23 December 1996. The Amendment Act also

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included a revised threshold test for the acceptance of Native Title claims, confirmation of extinguishment of Native Title by the grant of “exclusive possession” pastoral leases and certain other leasehold interests and provisions intended to deal with overlapping claims.

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Anyone who claims to hold Native Title, either alone or with others, may lodge a claim with the Native Title Registrar. However, the claimants must establish the claim before Native Title can exist in the area. We also advise that the absence of Native Title claims in an area does not mean that Native Title does not exist in an area. If the claimants satisfy the Native Title Registrar that the claim meets the legislative requirements, then the claim will be registered by the National Native Title Tribunal ( “NNTT” ) on the Register of Native Title claims. This registration entitles the claimants to procedural rights. Importantly, it entitles the claimants to the ‘right to negotiate’.

Native Title claims that are not registered by the NNTT are recorded on the Schedule of Applications Received. Claims entered on the Schedule of Applications Received can, at a later date, be properly registered if the claimant provides additional information and the Native Title Registrar is satisfied that the claimants rights and interests can prima facie be established.

3.2 Standing of Titles as a result of Native Title

The Standing of Titles as a Result of the advent of Native Title is as set out below.

(a) Pre 1994 Tenements

Tenements that were granted or renewed before 1 January 1994 are valid. Where a Native Title claim is determined to exist over an area subject to such tenements, the tenements will remain valid for the duration of its term. Native Title holders may be entitled to compensation from the State Government for the effect of that grant on Native Title rights.

M29/52 was granted during this period.

(b) Tenements Granted After 1994 and Until 23 December 1996

Some States and Territories including the Western Australian Government granted mining tenements during the period between 1 January 1994 and 23 December 1996 without complying with the requirements of the Native Title Act. Accordingly, there was a risk that some of the tenements granted in this period may be invalid as a result of non-compliance with the Native Title Act. This risk has been removed by the Amendment Act and corresponding West Australian legislation so far as tenements were granted over land, which is the subject of a pastoral lease, or other prescribed leasehold land.

(c) Tenements Granted after 23 December 1996

Tenements granted or renewed since 23 December 1996 will be valid provided that the Native Title Act has been complied with.

M29/321 and L29/67 were granted during this period.

(d) Applications and Renewals

Future tenement grants including the valid grant of any Tenements that may affect Native Title will require full compliance with the provisions of the Native Title Act, being in effect successful negotiation with registered Native Title claimant groups. The ‘conversion’ of a prospecting licence or an exploration licence in Western Australia to one or more mining leases is a future act, giving rise to a ‘right to negotiate’.

Any renewal of a granted Tenement validly created on or before 23 December 1996 will not be subject to the ‘right to negotiate’ unless the renewal seeks to extend the area of the tenement, is for a longer term than the previous term or confers greater rights than the previous grant.

3.3 The Right to Negotiate

The right to negotiate under the Native Title Act consists of a statutory period of negotiation between the Government party, the Native Title party and the grantee party.

The parties must negotiate in good faith and if no agreement is reached, and at least six months have passed since the notification day, the matter is referred to the arbitral body for determination. The arbitral body then

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Section 10 Solicitor’s Report

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determines whether the act can be done, not done or done subject to conditions. A right then exists for a State or Territory Minister to overrule the determination of the arbitral body if it considers it to be in the interest of the State or Territory.

The Native Title Act authorises the entering of Indigenous Land Use Agreements ( “ILUAs” ), which provide for Native Title claimants or holders and the grantee party to enter into agreements, which once registered at the NNTT, can serve to validate tenements that have already been granted and that may be invalid. ILUAs can also be used to obtain the Native Title claimant’s or holder’s consent to the granting of current tenement applications and to obtain the Native Title claimants or holders consent for future tenement applications within a certain area.

Similarly, the grantee party and Native Title claimant groups can negotiate and enter into agreements covering heritage protocols for exploration and/or mining, which will facilitate the grant of tenement applications. Such agreements are not registered under the Native Title Act but serve more as a contract between the mining company and the relevant Aboriginal group.

4. ABORIGINAL HERITAGE AND ABORIGINAL SITES

4.1 Commonwealth

There is Commonwealth heritage legislation, the Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) ( “National Heritage Act” ), which applies to the Tenements. The Act is aimed at the preservation and protection of significant Aboriginal areas and objects through their use in a manner inconsistent with Aboriginal traditions. There may be sites of Aboriginal heritage or significance that are subject to such legislation that are located on the land on which the Tenements are situated. This may affect exploration or mining activities on the Tenements.

In respect of any Aboriginal sites or places of Aboriginal heritage that are on the Tenements or may be identified on the Tenements, the Company will need to ensure that any interference with Aboriginal sites is in strict conformity with the provisions of the National Heritage Act.

4.2 Western Australia

The Aboriginal Heritage Act 1972 (WA) also applies to the Tenements ( “WA Heritage Act” ). This Act makes it an offence to alter or damage an Aboriginal site or object on or under an Aboriginal site. An ‘Aboriginal site’ is defined to include any sacred, ritual or ceremonial site which is of importance and special significance to persons of Aboriginal descent.

Although the WA Heritage Act states that the Minister has a duty to keep a record of Aboriginal sites, there is no requirement for an Aboriginal site to be registered in any public manner or, indeed, in any way acknowledged as an Aboriginal site for it to qualify as an Aboriginal site for the purposes of the WA Heritage Act.

We have not undertaken searches to ascertain if any Aboriginal sites have been registered in the vicinity of the Tenements under either the National Heritage Act or the WA Heritage Act as there is no obligation to register sites and in any event the exact location of the sites is not ascertainable from such searches.

In respect of any Aboriginal sites or places of Aboriginal heritage that are on the Tenements or may be identified on the Tenements, the Company may need to ensure that any interference with Aboriginal sites is in strict conformity with the provisions of the WA Heritage Act and the National Heritage Act.

5. QUALIFICATIONS

Our Report is based on, and subject to, the assumptions and qualifications set out below and as otherwise specified elsewhere in this Report:

• We have relied upon information provided by third parties, including government departments and have relied upon that information being accurate, complete and up to date as at the date of its receipt.

• References to areas in the Tenement Schedule are taken from the searches and we have not yet verified the accuracy of such areas. We have not conducted positioning and spacial searches of the Tenements on the “TENGRAPH” system to determine the exact areas of the Tenements or the locations of any limitations or excisions upon the Tenements.

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• Compensation may have to be agreed and/or paid to the owner and occupier of private land situated within the Tenements and we express no opinion whether such arrangements are in place or need to be put into place.

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• We cannot comment on any agreements that are not registered as a dealing, encumbrance or otherwise noted in the searches of the Tenements.

• Native Title or Aboriginal heritage sites or objects may exist in the areas covered by the Tenements. We have conducted searches to ascertain what Native Title claims, if any, have been registered over these areas, but we have not conducted any independent investigations regarding the likely existence or nonexistence of Native Title, Aboriginal heritage sites or objects.

• Where Ministerial consent is required in relation to the Tenements or to the transfer the Tenements, we express no opinion as to whether such consent will be granted, or the consequences of consent being refused, although we are not aware of any matter which would cause consent to be refused.

• We have assumed that the other than as may otherwise be noted in our Report the Tenement holders and the Company (where appropriate) have complied with all applicable provisions of the Mining Act 1978 (WA) , and all other legislation or regulations relating to the Tenements and we note that the interest or rights of the Company in relation to the Tenements is subject to the current registered holders or the Company as the case may be, continuing to comply with all the applicable provisions of the Mining Act 1978 (WA) , and other legislation or regulations relating to the Tenements and any conditions specifically applicable to the Tenements. We express no opinion on any compliance not disclosed on the face of the searches conducted for the purposes of this Report.

• We have assumed that all instructions or information which we have received from the Company or any of its officers, agents, or representatives is accurate and complete in all respects.

• This Report relates solely to the laws of Western Australia, to the extent applicable to the Tenements. We do not express or imply any opinion on, and have made no investigation of the laws of any other jurisdiction.

6. CONSENT

Fairweather & Lemonis consent to being named in the Prospectus as being responsible for the preparation of this Report. Except for this Report, Fairweather & Lemonis:

• (a) has not authorised or caused the issue of the Prospectus;

• (b) is not responsible for any matter included in or omitted from this Prospectus;

• (c) makes no representation or warranty, either express or implied, with respect to the accuracy or completeness of the information contained in the Prospectus; and

• (d) disclaims liability to any persons in respect of any statement included in or omitted from the Prospectus.

This Report is made solely for the benefit of the Company and its Directors in connection with the issue of the Prospectus and it is not to be relied on or disclosed to any other person or used for any other purpose without prior written consent.

Yours faithfully

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FAIRWEATHER & LEMONIS

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Section 10 Solicitor’s Report

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Note	1, 2, 3, 4, 5 and 6	1, 6 and 7	1, 6, 8 and 9
Native Title Claims Made	Central East Goldfelds People	Central East Goldfelds People	Central East Goldfelds People
Registered Encumbrances	Agreements 1H/889, 3OH/889 and 335H/890 Bonds PE7854 and 216878	Bond 21687	Bond PE8705
Current Annual Minimum Expenditure	$10,000 (to 17/05/2008)	$5,000 (to 12/11/2007)	NIL
Annual Rent	Rental for year ended 17/05/2009: $1,408.44	Rental for year ended 12/11/2008: $58.08	Rental for year ended 19/03/2009: $115.83
Area (Hectares)	96.88 Hectares	3.57650 Hectares	8.2 Hectares
Expiry Date	17/05/2009	12/11/2023	19/03/2023
Grant/ Application Date	18/05/1988	13/11/2002	20/03/2002
Status	Granted	Granted	Granted
Shares/ Ownership	100%	100%	100%
Current Registered Holder	Reed Resources Ltd	Reed Resources Ltd	Reed Resources Ltd
Tenement No (Western Australia)	M29/52	M29/321	L29/67

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Section 10 Solicitor’s Report

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MATERIAL TENEMENT AGREEMENTS SCHEDULE

(Schedule 2 to Solicitor’s Report)

1. Asset Sale Agreement

In October 2007 the Company entered into the Asset Sale Agreement with the Kingsrose Unit Trust under which the Company agreed to acquire various assets and assume various liabilities from the Kingsrose Unit Trust.

The assets acquired by the Company will be the interest of Kingsrose Unit Trust in the Joint Venture Agreement, various plant and equipment, the benefit of mining expenditure and cash and term deposits. The Kingsrose Unit Trust and the Company have also separately agreed that the Company will receive the benefit of gold ore present upon the Comet Vale Joint Venture area including the recent sale of development gold ore resulting in net revenue to the Company of $611,602.

The liabilities to be assumed by the Company total $3,382,630. Of this sum, $2,250,000, will be satisfied by the issue of 6,250,000 Shares at 20 cents per Share (satisfying $1,250,000 of liability) and the issue of 5,000,000 Convertible Notes at an issue price of 20 cents each (satisfying $1,000,000 of liability). These Shares and Convertible Notes are to be issued by agreement to Airedale (Asia) Limited, a company associated with JW Phillips, a director of Kingsrose Mining. The Company has also separately agreed with JW Phillips to issue him with 6,000,000 Convertible Notes at an issue price of 20 cents each to satisfy and discharge $1,200,000 of liability owed by the Company. The terms of the Convertible Notes are detailed in section 12.5.

The Company will issue 20,000,000 Shares in the capital of the Company to the Kingsrose Unit Trust as consideration for acquisition of the sale interests.

Completion of the transaction will occur within 3 business days of the satisfaction of the conditions precedent. The agreement is conditional upon the Company completing a capital raising constituted by this Prospectus and receiving conditional approval to be admitted to the official list of the ASX on conditions acceptable to the Company and receiving consent from Reed Resources Ltd to the sale of the interests under the Joint Venture Agreement. The consent of Reed Resources Ltd has been received in terms of the deed of consent, assumption and variation as summarised below.

KRM provides various warranties as to the sale interests including that the assets are not subject to any encumbrances and that it has complied with all its obligations under the Joint Venture Agreement.

The agreement is governed by the laws of Western Australia.

2. Joint Venture Agreement and Deed of Consent, Assumption and Variation

In conjunction with the Asset Sale Agreement, the Company entered into a deed of consent, assumption and variation by which, amongst other things, it will be treated as a party to the Joint Venture Agreement.

By reason of the Joint Venture Agreement and the deed of consent, assumption and variation, the Company and Reed Resources Ltd are bound by the Joint Venture Agreement.

By the Joint Venture Agreement as amended, Reed Resources Ltd and the Company will be treated as parties to an unincorporated joint venture to mine for gold and other minerals in respect of the area covering mining leases M 29/52 and M 29/321 and miscellaneous licence L 29/67 ( “Tenement Area” ). The Tenement Area includes the area of the Sand George mine.

Reed Resources Ltd is the registered holder of the joint venture tenements. Kingsrose, upon receiving an assignment of an interest from KRM, will have a 50% participating interest in the joint venture.

The Company will be the operator of the joint venture and will be solely responsible for all mining and development expenditure in connection with the mining of ore including funding approved work programs. The Company’s expenditure responsibility includes the employment or engagement of any personnel and the maintaining of relevant insurances concerning the operations and the joint venture. Reed Resources Ltd will be solely responsible for all expenditure in connection with the transport and treatment of ore produced from the Tenement Area together with all surface exploration conducted on the Tenement Area. All other

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expenditure will be borne by the parties in accordance with their participating 50% interests.

The product entitlement of the joint venture parties is each of the Company and Reed Resources Ltd will be entitled to 50% of the product from shallow ore being gold ore produced within the Tenement Area up to and including a depth of 243 metres. The product entitlement in respect of deep ore, being gold ore produced within the Tenement Area from a depth exceeding 243 metres, is the Company will be 60% entitled to the product whilst Reed Resources Ltd will be 40% entitled to the product.

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The agreement provides for a gold production milestone of at least 25,000 ounces of gold ore by 31 May 2009. If the gold production milestone is not satisfied, Reed Resources Ltd may terminate the agreement by notice in writing to the Company with the consequence that the participating interest of the Company in the joint venture will be deemed to be zero. Additionally, if the gold production milestone is not satisfied, the Company becomes insolvent or withdraws from the joint venture, then Reed Resources Ltd may purchase various office and mining equipment owned by the Company at the then written down value. If the gold production milestone is satisfied, Reed Resources Ltd is obliged to transfer 50% of its registered interest in the joint venture tenements to the Company.

Surface resources amenable to open pit mining are excluded areas from the joint venture and are reserved for the benefit of Reed Resources Ltd. Reed Resources Ltd cannot commence open pit operation on any part of the Tenement Area where the Company reasonably expects that open pit operations would detrimentally affect current or future underground mining activities.

The Company has a first right of refusal to form a joint venture with Reed Resources Ltd in respect of all gold and silver mineralisation occurring upon the Comet Vale Tenements on terms similar to the joint venture however the Company will earn no right to a registered holding in the Comet Vale Tenements. The Comet Vale Tenements constitute mining leases M 29/85, M 29/185, M 29/186, M 29/270, M 29/35, M 29/197, M 29/198, M 29/199, M 29/200, M 29/201, M 29/232, M 29/233, M 29/235, exploration licences E 29/614, E 29/603 and E 29/670 and prospecting licence P 29/1764.

The joint venture will be conducted on a day to day basis by the Company as the operator subject to instructions of the management committee. Each party at the management committee level is entitled to votes equalling its participating share in the joint venture. While there are two parties to the joint venture, all management committee decisions must be unanimous.

No party may assign its rights or obligations under the agreement without the written consent of the other party.

The agreement otherwise features clauses common in mining joint venture agreements including withdrawal, default, pre-emptive right, force majeure and dispute resolution clauses. The agreement is governed by the laws of Western Australia.

3. MTAB Pty Ltd Royalty Deed

By a royalty deed dated 14 May 2002 as amended, Reed Resources Ltd (together with the Company from the date of acquiring its interest in the joint venture) is liable to pay MTAB Pty Ltd a royalty upon production.

The total royalty payable to MTAB Pty Ltd for gold produced from the joint venture tenements is 2% of the gross proceeds received from the sale of any gold. The royalty payable from the sale of any minerals other than gold produced from the joint venture tenements is 2% of the net smelter return received from the sale of the product at the point of sale less selling costs, the costs of mining, milling, leaching, smelting, refining and any other processing costs, the cost of assaying and sampling such products and taxes imposed in connection with producing or selling the product.

Upon completion of the sale transaction under the Asset Sale Agreement, the joint venture parties will be Reed Resources Ltd and the Company which will each have a 50% participating interest and they will each be liable to pay the royalties in accordance with their participating interest.

The royalty deed is governed by the laws of Western Australia.

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Section 11 Material Contracts

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Set out below is a summary of the contracts to which the Company is a party which may be material in terms of this Prospectus and which are not otherwise summarised in Schedule 2 to the Solicitor’s Report. That schedule summarises the Joint Venture Agreement and other agreements which are material agreements relating to the Company’s interest in the Joint Venture tenements.

To fully understand all rights and obligations of a material contract it would be necessary to review each contract in full and the summaries below should be read in that light.

Mining Contract Services Agreement

In September 2007, the Company entered into a mining services agreement with Westralmen Pty Ltd, Darren Phillips and Michael Green by which Westralmen Pty Ltd agreed to perform mining services for the Company and further agreed to procure Darren Phillips and Michael Green to provide these services for a period of 24 months. At the conclusion of the 24 month period, the parties may agree to negotiate in good faith with a view to extending the term of the agreement on mutually agreeable terms.

In consideration of Westralmen Pty Ltd performing the mining services, the Company will pay Westralmen Pty Ltd a services fee of $418,000 per annum inclusive of GST in equal instalments monthly in arrears. Westralmen Pty Ltd is solely responsible for all taxes incurred or payable in respect of the services fee it will receive from the Company.

The services that Westralmen Pty Ltd will provide to the Company includes managing all aspects of the conduct of mining operations on the Joint Venture tenements, preparing and submitting expenditure proposals and work programs, maintaining all mining equipment, reporting to the Company in respect of the progress of the services and preparing and submitting any reports relating to the mining services as the Company requires.

Under the terms of the agreement, the Company will effect and maintain all insurances required by all applicable laws in respect of the mining services.

Westralmen Pty Ltd, Darren Phillips and Michael Green jointly and severally indemnify and keep indemnified the Company and its personnel, from all losses and claims arising from a breach by Westralmen Pty Ltd, Darren Phillips or Michael Green of their obligations under the agreement or any negligent act or omission or wilful misconduct arising out of their performance of the agreement.

By the agreement, the Company may issue directions in connection with any aspect of the mining services to Westralmen Pty Ltd, Darren Phillips and Michael Green and may also issue a default notice if any term of the Agreement is breached by Westralmen Pty Ltd, Darren Phillips and Michael Green or an insolvency event occurs in relation to Westralmen Pty Ltd and continues for a period of 21 days.

Westralmen Pty Ltd may not assign or subcontract all or part of its rights, benefits or interests under the agreement without obtaining prior written consent from the Company.

The agreement is governed by the laws of Western Australia.

Managing Director’s Employment Agreement

The Company has entered into an employment agreement with David Hatch as managing director.

By the agreement Mr Hatch is employed as the managing director to manage the day to day activities of the Company subject to and in accordance with the control and supervision of the Board.

The engagement of Mr Hatch under the agreement is for a period of 3 years commencing on the date on which the Shares of the Company are listed for quotation on the ASX. The parties may extend the term of the agreement by mutual agreement subject to a satisfactory performance review by the Board. During the employment of Mr Hatch, the Company may terminate the employment upon limit events akin to misconduct or incapacity provided the Company has given Mr Hatch 3 months notice in writing. Additionally, either party may terminate the agreement without cause by providing the other party not less than 6 months written notice.

Mr Hatch’s remuneration will consist of a salary of $300,000 per annum base salary plus statutory superannuation of 9%. Mr Hatch will be provided with use of a company motor vehicle to the value of $25,000 per annum. Additionally, Mr Hatch has been issued with 3,000,000 Options with an exercise price of 25 cents and an expiry date of 31 December 2012. Otherwise, the terms of the Options are set out in section 12.4 of this Prospectus. Mr Hatch will not be paid a separate director’s fee for serving on the Board.

The base salary of Mr Hatch will be reviewed every 12 months from the commencement date or as otherwise agreed between the parties. The base salary will be reviewed to an amount agreed in writing by the parties or if no agreement is reached as to such an amount, the base salary will be increased by the same percentage as the percentage increase in the consumer price index Sydney all groups table.

The agreement is governed by the laws of Western Australia.

Page 62

Section 12 Additional Information

12.1 Interests of Directors

Other than as set out below or elsewhere in this Prospectus, no Director or proposed Director holds at the date of this Prospectus, or held at any time during the last two years before the date of lodgment of this Prospectus with ASIC, any interest in:

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• (a) the formation or promotion of the Company; or

• (b) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the Company or the Offer; or

• (c) the Offer;

and no amounts have been paid or agreed to be paid by any person and no benefits have been given or agreed to be given by any person:

• (d) to a Director or proposed Director to induce him or her to become, or to qualify as, a Director; or

• (e) for services provided by a Director or proposed Director in connection with the formation or promotion of the Company or the Offer.

Holdings of Directors

As at the date of this Prospectus the Directors have a relevant interest in securities as set out in the table below:

below:
Director	Shares	Options	Convertible Notes
John Morris	0	1,000,000	0
Michael Andrews	0	1,000,000	0
James William Phillips	26,250,000	0	11,000,000
David Hatch	3,000,000*	3,000,000	0

• Mr Hatch has entered into an agreement with the Kingsrose Unit Trust, a trust associated with Mr Phillps, to have 3,000,000 Shares transferred to him from the Kingsrose Unit Trust at the end of any escrow period imposed by the ASX upon such Shares. The agreement is conditional on Mr Hatch serving as a full time employee of the Company for 2 years.

The Directors are not required to hold any Shares in the Company under the Constitution.

The Directors reserve the right to subscribe for Shares under this Offer.

Remuneration of Directors

Mr Hatch has entered into a Employment Agreement with the Company. This agreement is summarised at section 11. Mr Hatch will not be paid a separate Director’s fee.

Mr Morris will be paid a Director’s fee as chairman of $40,000 per annum plus statutory superannuation. Dr Andrews will be paid a Director’s fees of $20,000 per annum. Mr Phillips will be paid a Director’s fee of $20,000 per annum.

No Director has received any fees from the Company in the last 2 years prior to the date of this Prospectus.

Directors may be paid reasonable expenses incurred by them on business of the Company.

12.2 Interests of Experts and Advisors

Except as disclosed in this Prospectus, no expert, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, nor any firm in which any of those persons is or was a partner nor any company in which any of those persons is or was associated with, has now, or has had, in the two year period ending on the date of this Prospectus, any interest in:

• (a) the formation or promotion of the Company; or

• (b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or

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Section 12 Additional Information

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(c) the Offer.

Except as disclosed in this Prospectus, no amounts of any kind (whether in cash, securities or otherwise) have been paid or agreed to be paid to any expert, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, or to any firm in which any of those persons is or was a partner or to any company in which any of those persons is or was associated with, for services rendered by that person in connection with the formation or promotion of the Company or the Offer.

Fairweather & Lemonis has acted as solicitors to the Company in relation to the Offer including the provision of the Solicitor’s Report. In respect of this work, the Company will pay approximately $20,000 exclusive of GST and disbursements. Subsequently fees will be paid in accordance with normal hourly rates. Fairweather & Lemonis has been paid fees of approximately $14,000 for services to the Company in the 2 years prior to the date of this Prospectus for other legal services.

Mack & Co has prepared the Investigating Accountant’s Report in this Prospectus. In respect of this work, the Company will pay approximately $17,000. Mack & Co has not received any other fees for services to the Company in the 2 years prior to the date of this Prospectus.

Geological Investigations Pty Ltd has prepared the Independent Geologist’s Report in this Prospectus. In respect of this work, the Company will pay approximately $18,000. Geological Investigations Pty Ltd has not received any other fees for services to the Company in the 2 years prior to the date of this Prospectus.

12.3 Rights and Liabilities Attaching to Shares

Full details of the rights and liabilities attaching to the Shares are:

• detailed in the Constitution, a copy of which can be inspected, free of charge, at the registered office of the Company during normal business hours; and

• in certain circumstances, regulated by the Corporations Act, the Listing Rules and the general law.

The following is a summary of the more significant rights and liabilities attaching to the Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Voting

At any meeting, each Shareholder present in person or by proxy, attorney or representative has one vote for each Share held either upon a show of hands or by a poll. Holders of partly paid shares shall have a fraction of a vote for each partly paid share held with the fractional vote of each share being equivalent to the proportion which the amount actually paid (not credited) for that share is of the total amounts paid and payable (excluding amounts credited) for that share. Amounts paid in advance of a call are ignored when calculating proportions.

The holder of a partly paid share shall not be entitled to vote at a meeting in respect of those shares on which calls are outstanding.

General Meetings

Each Shareholder in the Company will be entitled to receive notice of and attend and vote at general meetings of the Company. The Directors may whenever they think fit, convene a general meeting of the members of the Company and the Directors will convene a general meeting whenever requisitioned by the members in accordance with the Corporations Act.

Dividends

The profits of the Company, which the Directors may from time to time determine to distribute to the members by way of dividend, will be divisible amongst the members in proportion to the amounts paid (not credited) on the shares held by them, subject to the rights attached to any shares issued upon special terms.

An amount paid in advance of a call is not to be included as an amount paid on a share for the purposes of calculating entitlement to dividends for such a share.

No dividend is currently declared or proposed.

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Rights on Winding Up

Subject to the rights of members (if any) entitled to shares with special rights in a winding up, all moneys and property that are to be distributed amongst members on a winding up, shall be distributed in proportion to the shares held by them.

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Transfer of Shares

Subject to the Constitution of the Company, the Corporations Act, the Listing Rules and any other applicable law of Australia, Shares are freely transferable.

Variation of Rights

The rights, privileges and restrictions attaching to shares of a class, can be altered, with the approval of a special resolution passed at a separate general meeting of the holders of shares of that class, (being a three quarters majority of those holders who, being entitled to do so, vote at that meeting) or with the written consent of the holders of at least three quarters of that class of share on issue. Any variation is subject to the provisions of the Corporations Act.

Creation and Issue of Further Shares

The issue and allotment of any additional shares is under the control of the Directors, and, subject to any restriction on the issue and allotment of shares imposed by the Constitution of the Company, the Corporations Act, the Listing Rules or as may be directed by the members of the Company at a general meeting, the Directors may issue and allot such shares on such terms and conditions and with such rights and privileges as they deem fit.

Predominance of Listing Rules

If the Company is admitted to trading on the official list of the ASX, then despite anything in the Constitution, if the Listing Rules prohibit an act being done, the act must not be done. Nothing in the Constitution prevents an act being done that the Listing Rules require to be done. If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be). If the Listing Rules require the Constitution to contain a provision and it does not contain such a provision, the Constitution is deemed to contain that provision. If the Listing Rules require the Constitution not to contain a provision and it contains such a provision, the Constitution is deemed not to contain that provision. If a provision of the Constitution is inconsistent with the Listing Rules, the Constitution is deemed not to contain that provision to the extent of the inconsistency.

12.4 Rights Attaching to Management Options and Future Entitlements Options

The Company has issued 5,500,000 Options to management being 3,000,000 to David Hatch as Managing Director, 1,000,000 to John Morris as a Director, 1,000,000 to Michael Andrews as a Director and 500,000 to Jeannette Smith, or her nominee, as Company Secretary. The key terms of these Options are they have an exercise price of 25 cents each, an expiry date of 31 December 2012, are freely transferable and will not be listed.

The Company also intends to undertake an entitelements Option issue in the future in accordance with section 3.8 of this Prospectus. The key terms of these future Options are they have an exercise price of 20 cents each, an expiry date of 31 December 2012, are freely transferable and will be sought to be listed.

Otherwise the material terms of the Options will be in terms of the following:

• (a) Each Option entitles the holder to one (1) Share.

• (b) The Options are exercisable at any time prior to the expiry date.

• (c) The Company will provide to each Option holder a notice that is to be completed when exercising the Options (Notice of Exercise). The Options may be exercised wholly or in part by completing the Notice of Exercise and delivering it together with payment to the secretary of the Company to be received any time prior to the expiry date. The Company will process all relevant documents received at the end of every calendar month.

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Section 12 Additional Information

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• (d) Upon the exercise of an Option and receipt of all relevant documents and payment, the holder in accordance with paragraph (c) will be allotted and issued a Share ranking pari passu with the then issued Shares.

• (e) There will be no participating rights or entitlements inherent in the Options and the holders will not be entitled to participate in new issues of capital which may be offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 business days after the issue is announced. This will give Option holders the opportunity (where available) to exercise their Options prior to the date for determining entitlements to participate in any such issue.

• (f) If there is a bonus issue (Bonus Issue) to Shareholders, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the Option had been exercised before the record date for the Bonus Issue (Bonus Shares). The Bonus Shares must be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue, and upon issue will rank equally in all respects with the other Shares on issue as at the date of issue of the Bonus Shares.

• (g) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the expiry date, all rights of an Option holder are to be changed in a manner consistent with the Listing Rules.

• (h) In the event that the Company makes a pro rata issue of securities, the exercise price of the Options will be adjusted in accordance with the formula set out in Listing Rule 6.22.2.

12.5 Convertible Note Terms

The Company will issue 5,000,000 Convertible Notes to or at the direction of Airedale (Asia) Limited, a company associated with JW Phillips, a director of Kingsrose Mining. The Company will also issue 6,000,000 Convertible Notes to or at the direction of JW Phillips a director of Kingsrose Mining Limited. The Convertible Notes will be issued at 20 cents each and will be in discharge of liabilities of $2,200,000 owed by the Company to Airedale (Asia) Limited and JW Phillips.

The terms of the Convertible Notes are set out below.

Issue Price

The Convertible Notes to be issued at 20 cents ($0.20) each.

Number of Notes

11,000,000 Convertible Notes to all Noteholders with a total repayment of $2,200,000 at the issue price.

Interest

6% per annum payable annually in arrears.

Conversion Rights and Ratio

The Convertible Notes may be converted into Shares upon the moneys payable at any time on or before the redemption date in minimum parcels of 5,000 Convertible Notes. The moneys payable upon the Convertible Notes will convert to the number of Shares at 20 cents per Share subject to any capital events referred to below.

Security

Unsecured.

Redemption Date

30 months from the date of issue of the Convertible Notes. The Convertible Notes will be redeemed on the redemption date unless converted or redeemed prior to this date.

Page 66

Early Redemption by Noteholder

The noteholder may only redeem the Convertible Notes in minimum parcels of 5,000 prior to the redemption date where:

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• (a) there is non-payment of interest and the default is not remedied within 7 days of issue of a default notice by the noteholder;

• (b) the Convertible Notes cannot be converted without breaching the law; or

• (c) a liquidator is appointed to the Company.

Rights of Shares Issued on Conversion

Shares issued on conversion are to rank equally with all other Shares in the Company.

Company’s election to convert at Redemption Date

The Company may at its absolute discretion cause the moneys payable to the noteholder to be converted to Shares at the redemption date rather than being redeemed.

Voting Rights

A Convertible Note does not carry any voting rights until it is converted.

Participation Rights and Capital Events

Prior to conversion the Noteholder is not entitled to participate in any rights issue, any return of capital, bonus issue or any reconstruction of the issued capital of the Company. However, a proportionate adjustment will be made for any of these capital events to the number and/or issue price of Shares to which the noteholder is entitled upon conversion of the Convertible Notes to ensure that the value of the Convertible Notes is, as far as practicable, the same as it would have been had the capital event not occurred.

12.6 Director Protection Deeds

The Company will enter into Director Protection Deeds (“Deed”) with each Director. Under the Deed, the Company indemnifies the Director to the maximum extent permitted by law and the Constitution against legal proceedings, damage, loss, liability, cost, charges, expense, outgoings or payment (including legal expenses on a solicitor/client basis) suffered, paid or incurred by the officers in connection with the Director being an officer of the Company, the employment of the Director with the Company or a breach by the Company of its obligations under the Deed.

Pursuant to the Deed, the Company may insure the Directors against liability and must provide access to all Board documents both while a person is a Director and after that person ceases to be a Director to the extent relevant to defending any claim brought against the Directors in their capacity as officers of the Company.

12.7 Company Tax Status and Financial Year

The Company will be taxed in Australia as a public company. The financial year of the Company ends on 30 June annually.

12.8 Dividend Policy

The Company does not intend to pay dividends on securities for the year ending 30 June 2008.

Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend upon matters such as the availability of distributable earnings, the operating results and financial condition of the Company, future capital requirements, general business and other factors considered relevant by the Directors. No assurances in relation to the payment of dividends, or the franking credits attached to such dividends, can be given.

Page 67

Section 12 Additional Information

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12.9 Expenses of the Offer

The total estimated costs of this Prospectus assuming Full Subscription including broker commission fees, fees to be paid to the solicitors, independent geologist and investigating accountant, listing fees, Prospectus design, printing and other miscellaneous expenses will be payable by the Company and these expenses are estimated to be approximately $400,000 exclusive of any GST which may be payable on that amount. This sum includes estimated broker commission placement fees of $300,000 which assumes a payment of 5% on all $6,000,000 received at Full Subscription under this Prospectus.

12.10 Consents

The following parties have given their written consent to be named in this Prospectus and for the inclusion of statements made by those parties (as described below in the form and context in which they are included), and have not withdrawn such consent before lodgment of this Prospectus with ASIC.

• (a) Fairweather and Lemonis has consented to being named as the Solicitors to the Company and to inclusion of the Solicitor’s Report in this Prospectus.

• (b) Geological Investigations Pty Ltd has consented to being named as the Independent Geologist to the Company, the inclusion of the Independent Geologist’s Report in this Prospectus and all statements referring to it in this Prospectus.

• (c) Mack & Co has consented to being named as the Investigating Accountant to the Company and the inclusion of the Investigating Accountant’s Report in this Prospectus.

• (d) Advanced Share Registry Services has consented to being named as the Share Registry to the Offer.

• (e) Reed Resources Limited has consented to all statements referring to it in this Prospectus.

• (f) Westralmen Pty Ltd has consented to all statements referring to it in this Prospectus.

Each of the parties referred to above in this section:

• does not make, or purport to make any statement in this Prospectus, or on which a statement made in this Prospectus is based other than as specified in this section;

• to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in the Prospectus with the consent of that party as specified in this section; and

• has not caused or authorised the issue of this Prospectus.

12.11 Legal Proceedings

Legal proceedings may arise from time to time in the course of the business of the Company. As at the date of this Prospectus, there are no material legal proceedings affecting the Company and the Directors are not aware of any legal proceedings pending or threatened against or affecting the Company.

12.12 Electronic Prospectus

Pursuant to Class Order 00/44 the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with ASIC and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please contact the Company and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus or both.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

Page 68

Section 13 Director’s Responsibility and Consent

The Directors state that they have made all reasonable enquiries and on that basis have reasonable grounds to believe that any statements made by the Directors in this Prospectus are not misleading or deceptive and that in respect to any other statements made in the Prospectus by persons other than Directors, the Directors have made reasonable enquiries and on that basis have reasonable grounds to believe that persons making the statement or statements were competent to make such statements, those persons have given their consent to the statements being included in this Prospectus in the form and context in which they are included and have not withdrawn that consent before lodgement of this Prospectus with the ASIC, or to the Directors knowledge, before any issue of the Shares pursuant to this Prospectus.

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Each Director has consented to the lodgement of this Prospectus with the ASIC and has not withdrawn that consent.

Dated: 1 November 2007

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Signed for and on behalf of Kingsrose Mining Limited by John Morris Chairman

Page 69

Section 14 Glossary

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Where the following terms are used in this Prospectus they have the following meanings:	Where the following terms are used in this Prospectus they have the following meanings:
Applicant	means a person who submits a valid Application Form pursuant to this
	Prospectus.
Application	means a valid application made on an Application Form to subscribe for
	Shares pursuant to this Prospectus.
Application Form	means the application form attached to this Prospectus.
Application Money	means money received by the Company with the Application Form.
Asset Sale Agreement	means the asset sale agreement between the Kingsrose Unit Trust and the
	Company as summarised in Schedule 2 to the Solicitor’s Report.
ASIC	means the Australian Securities & Investments Commission.
ASX	means the ASX Limited ACN 008 624 691.
Board	means the Board of Directors.
Closing Date	means the closing date for receipt of Application Forms under this
	Prospectus, estimated to be 5.00pm WST on 29 November 2007 or an
	amended time as set by the Board.
Comet Vale Joint Venture	means the project comprising mining leases M29/52 and M29/321 and
or Joint Venture	miscellaneous licence L29/67.
Comet Vale Tenements	means M29/00085, M29/00185, M29/00186, M29/00270, M29/00035,
	M29/00197, M29/00198, M29/00199, M29/00200, M29/00201, M29/00232,
	M29/00233, M29/00235, E29/00614, P29/01764, E29/00603, E29/00670.
Company or Kingsrose	means Kingsrose Mining Limited ABN 49 112 389 910.
Constitution	means the constitution of the Company.
Convertible Notes	means the convertible notes issued by the Company on the terms set out in
	section 12.5.
Corporations Act	means the Corporations Act 2001 (Cth).
Director	means a director of the Company.
Dollar or $	means Australian dollars unless otherwise stated.
Full Subscription	means the amount to be raised under this Prospectus being $6,000,000.
Independent Geologist	means Geological Investigations Pty Ltd.
Initial Tenements	means mining leases M29/52 and M29/321 and miscellaneous licence L29/67.
Joint Venture Agreement	means the joint venture agreement as amended to which the Company and
	Reed Resources Limited will be bound as summarised in Schedule 2 to the
	Solicitor’s Report.
JORC Code	means the Australasian Code for Reporting of Exploration Results, Mineral
	Resources and Ore Reserves prepared by the Joint Ore Reserves Committee
	of the Australasian Institute of Mining and Metallurgy, Australian Institute
	of Geoscientists and Minerals Council of Australia.
Kingsrose Unit Trust	means KRM (WA) Pty Ltd ACN 125 569 440 as trustee for the Kingsrose
	Unit Trust.
Listing Rules	means the offcial listing rules of the ASX.
Offer	means an invitation made in this Prospectus to subscribe for Shares.
Opening Date	means 9 November 2007.
Option	means an option to subscribe for a Share.
Prospectus	means this Prospectus and includes the electronic prospectus.
Sand Queen Gold Mine	means the mine located in the Comet Vale Joint Venture.
Share	means a fully paid ordinary share in the Company.
Shareholder	means the registered holder of Shares in the Company.
WST	means Western Standard Time, Perth, Western Australia.

Page 70

Application

This Application Form relates to the issue of Shares in Kingsrose Mining Limited at 20 cents per Share pursuant to a Prospectus dated 1 November 2007. The expiry date of the Prospectus is the date which is 13 months after the date of the Prospectus. The Prospectus contains information about investing in the Shares of the Company and it is advisable to read this document before applying for Shares. A person who gives another person access to this Application Form must at the same time and by the same means give the other person access to the Prospectus, and any supplementary prospectus (if applicable). While the Prospectus is current, the Company will send paper copies of the Prospectus, and any supplementary prospectus (if available) and an Application Form, on request and without charge.

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Number of Shares applied for:		Broker Stamp	Broker Stamp
Application moneys at 20 cents per Share:
$
Title Given Names/Company Name		Surname/ACN
Joint applicants or account designation
_________________
_________________
Postal Address
City/Town		State		Postcode
Contact Name	Daytime Contact No.			Email contact
CHESS Details: PID		HIN
Tax File No/Exemption Category
Applicant 1		Applicant 2		Applicant 3
Payment Details
Drawer		Bank	Branch	Amount
_______		________	____ $_______
_______		________	____ $_______

DECLARATION

By lodging this Application Form and a cheque for the Application money the Applicant hereby:

• a) applies for the number of Shares specified in the Application Form or such lesser number as may be allocated by the Directors;

• b) agrees to be bound by the Constitution of the Company; and

• c) authorises the Directors to complete or amend this Application Form where necessary to correct any errors or omissions.

Page 71

Application

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INSTRUCTIONS

1. Enter the number of Shares you wish to apply for. Applications must be for a minimum of 10,000 Shares and thereafter in multiples of 5,000 Shares.

2. Enter the total amount of application moneys payable. To calculate this amount, multiply the number of Shares you are applying for by the issue price for each Share.

3. Enter the full name(s) of all legal entities that are to be recorded as the registered holders.

4. Enter the postal address for all communications from the Company.

5. Enter the name and telephone number of the person who should be contacted if there are any questions with respect to this application.

6. If you are CHESS sponsored, enter your Participant Identification Number (PID) and Holder Identification Number (HIN), otherwise leave this box blank and a Shareholder Reference Number (SRN) will be allocated to you on issue.

7. Enter the tax file number(s) of the Applicant(s) - this is not mandatory.

8. Unless otherwise agreed by the Company, payment must be made to “Kingsrose Mining Limited - Offer Account” by cheque drawn or payable on a bank within Australia, crossed “Not Negotiable” and be in Australian dollars. Receipt of payment will not be acknowledged.

9. This Application Form does not need to be signed. Return of this Application Form with the required application moneys will constitute acceptance of that number of Shares stated on this form.

If you have received an Application Form without a complete and unaltered copy of this Prospectus, please contact the Company who will send you, free of charge, either a printed or electronic version of this Prospectus (or both).

CORRECT FORMS OF REGISTRABLE TITLE

Note that only legal entities are allowed to hold securities. Application Forms must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full name and the surname is required for each natural person. Application Forms cannot be completed by persons less than 18 years of age. Examples of the correct form of registrable title are set out below:

Type of Investor	Correct Form of Registrable Title	Incorrect Form of
		Registrable Title
Trusts	Mr John David Brown	John Brown Family
		Trust
Deceased Estates	Mr John David Brown	John Brown
Partnerships	Mr John David Brown and Mr Michael James Brown	John Brown & Son
Clubs/Unincorporated Bodies	Mr John David Brown	Brown Investment
		Club or ABC Tennis
		Association
Super Funds	John Brown Pty Ltd	John Brown
		Superannuation Fund

PAYMENT DETAILS

Please note that if an Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the Directors as to whether to accept an Application Form, and how to construe, amend or complete it, shall be final. An Application Form will not be treated as having offered to subscribe for more Shares than is indicated by the amount of the accompanying cheque. Please deliver the completed Application Form (accompanied by a cheque for the application moneys) at any time prior to Closing Date to :

By Post: By Delivery:

Advanced Share Registry Services Advanced Share Registry Services PO Box 1156 110 Stirling Highway Nedlands, Western Australia, 6909 Nedlands, Western Australia, 6009

Applications must be received by the Closing Date.

Please telephone the Company on (08) 9316 2711 if you have any questions with respect to this Application Form.

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Application

This Application Form relates to the issue of Shares in Kingsrose Mining Limited at 20 cents per Share pursuant to a Prospectus dated 1 November 2007. The expiry date of the Prospectus is the date which is 13 months after the date of the Prospectus. The Prospectus contains information about investing in the Shares of the Company and it is advisable to read this document before applying for Shares. A person who gives another person access to this Application Form must at the same time and by the same means give the other person access to the Prospectus, and any supplementary prospectus (if applicable). While the Prospectus is current, the Company will send paper copies of the Prospectus, and any supplementary prospectus (if available) and an Application Form, on request and without charge.

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Number of Shares applied for:		Broker Stamp	Broker Stamp
Application moneys at 20 cents per Share:
$
Title Given Names/Company Name		Surname/ACN
Joint applicants or account designation
_________________
_________________
Postal Address
City/Town		State		Postcode
Contact Name	Daytime Contact No.			Email contact
CHESS Details: PID		HIN
Tax File No/Exemption Category
Applicant 1		Applicant 2		Applicant 3
Payment Details
Drawer		Bank	Branch	Amount
_______		________	____ $_______
_______		________	____ $_______

DECLARATION

By lodging this Application Form and a cheque for the Application money the Applicant hereby:

• a) applies for the number of Shares specified in the Application Form or such lesser number as may be allocated by the Directors;

• b) agrees to be bound by the Constitution of the Company; and

• c) authorises the Directors to complete or amend this Application Form where necessary to correct any errors or omissions.

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Application

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INSTRUCTIONS

1. Enter the number of Shares you wish to apply for. Applications must be for a minimum of 10,000 Shares and thereafter in multiples of 5,000 Shares.

2. Enter the total amount of application moneys payable. To calculate this amount, multiply the number of Shares you are applying for by the issue price for each Share.

3. Enter the full name(s) of all legal entities that are to be recorded as the registered holders.

4. Enter the postal address for all communications from the Company.

5. Enter the name and telephone number of the person who should be contacted if there are any questions with respect to this application.

6. If you are CHESS sponsored, enter your Participant Identification Number (PID) and Holder Identification Number (HIN), otherwise leave this box blank and a Shareholder Reference Number (SRN) will be allocated to you on issue.

7. Enter the tax file number(s) of the Applicant(s) - this is not mandatory.

8. Unless otherwise agreed by the Company, payment must be made to “Kingsrose Mining Limited - Offer Account” by cheque drawn or payable on a bank within Australia, crossed “Not Negotiable” and be in Australian dollars. Receipt of payment will not be acknowledged.

9. This Application Form does not need to be signed. Return of this Application Form with the required application moneys will constitute acceptance of that number of Shares stated on this form.

If you have received an Application Form without a complete and unaltered copy of this Prospectus, please contact the Company who will send you, free of charge, either a printed or electronic version of this Prospectus (or both).

CORRECT FORMS OF REGISTRABLE TITLE

Note that only legal entities are allowed to hold securities. Application Forms must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full name and the surname is required for each natural person. Application Forms cannot be completed by persons less than 18 years of age. Examples of the correct form of registrable title are set out below:

Type of Investor	Correct Form of Registrable Title	Incorrect Form of
		Registrable Title
Trusts	Mr John David Brown	John Brown Family
		Trust
Deceased Estates	Mr John David Brown	John Brown
Partnerships	Mr John David Brown and Mr Michael James Brown	John Brown & Son
Clubs/Unincorporated Bodies	Mr John David Brown	Brown Investment
		Club or ABC Tennis
		Association
Super Funds	John Brown Pty Ltd	John Brown
		Superannuation Fund

PAYMENT DETAILS

Please note that if an Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the Directors as to whether to accept an Application Form, and how to construe, amend or complete it, shall be final. An Application Form will not be treated as having offered to subscribe for more Shares than is indicated by the amount of the accompanying cheque. Please deliver the completed Application Form (accompanied by a cheque for the application moneys) at any time prior to Closing Date to :

By Post: By Delivery:

Advanced Share Registry Services Advanced Share Registry Services PO Box 1156 110 Stirling Highway Nedlands, Western Australia, 6909 Nedlands, Western Australia, 6009

Applications must be received by the Closing Date.

Please telephone the Company on (08) 9316 2711 if you have any questions with respect to this Application Form.

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Airleg miner boring a level drive face.

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Kingsrose Mining Limited ABN 49 112 389 910