KINGSROSE MINING LIMITED — Capital/Financing Update 2012

Nov 12, 2012

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

KINGSROSE
MINING
LIMITED

ABN

49
112
389
910

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Share Performance Rights (unlisted)
	270,269
	Refer to pages 18 to 20 of Notice of Meeting and Explanatory Memorandum dated 2 October 2012.

Appendix 3B New issue announcement

• 4 Do the[+] securities rank equally in all respects from the date of N/A allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5 Issue price or consideration NIL 6 Purpose of the issue To
provide
a
market
linked
incentive
remuneration (If issued as consideration for the package
as
approved
by
shareholders
at
the
Annual acquisition of assets, clearly General
Meeting
held
on
1
November
2012. identify those assets) Refer to Notice of Meeting and Explanatory Memorandum
dated
2
October
2012. 6a Is the entity an[+] eligible entity that has obtained security holder N/A approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder N/A resolution under rule 7.1A was passed 6c Number of +securities issued N/A without security holder approval under rule 7.1 6d Number of[+] securities issued with N/A security holder approval under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (_including_the securities in section 2 if applicable)	N/A
	N/A
	N/A
	N/A
	N/A
	6 November 2012
	Number	+Class
	290,111,217 913,813	Ordinary Shares KRM Listed Options KRMO

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 3

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the securities in section 2 if applicable)	Number	+Class
	150,000 1,000,000 75,000 3,000,000 2,000,000 250,000 1,000,000 500,000 100,000 8,075,000 270,269	KRMAM – Unlisted options (ESOP) KRMAO – Unlisted options KRMAK – Unlisted options (ESOP) KRMAU – Unlisted options (ESOP) KRMAQ – Unlisted options (ESOP) KRMAY – Unlisted options (ESOP) KRMAW – Unlisted options (ESOP) KRMAW - Unlisted options KRMAI – Unlisted options(ESOP) TOTAL UNLISTED OPTIONS TOTAL UNLISTED SHARE PERFORMANCE RIGHTS

10 Dividend policy (in the case of a On
20
December
2011
the
Company
announced
a
Dividend trust, distribution policy) on the Policy
stating
that
Kingsrose
intends,
to
the
extend
permissible increased capital (interests) under
the
Corporations
Act
and
the
Company’s
Constitution, to
pay
an
annual
dividend
to
shareholders,
subject
to
capital expenditure
requirements,
acquisition
activity
and
liquidity needs.
Franking
will
be
subject
to
the
composition
of
income. The
Policy
will
periodically
be
reviewed
by
the
Board
to
ensure it
complies
with
any
applicable
legal
requirements
and remains
relevant
and
effective
and
may
be
amended
by
the Board
of
Kingsrose
by
resolution.

The
Policy
is
not
intended
to
be
contractual
in
nature.

Part 2 - Bonus issue or pro rata issue N/A

11	Is security holder	approval
	required?
12	Is the issue renounceable or non-
	renounceable?
13	Ratio in which the+securities will
	be offered
14	+Class of+securities to	which the
	offer relates
15	+Record date to	determine
	entitlements
16	Will holdings on different registers
	(or subregisters) be aggregated for
	calculating entitlements?

• See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

17	Policy for deciding entitlements in
	relation to fractions
18	Names of countries in which the
	entity has+security holders who
	will not be sent new issue
	documents
	Note: Security holders must be told how their
	entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of
	acceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee or
	commission
22	Names of any brokers to the issue
23	Fee or commission payable to the
	broker to the issue
24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of+security holders
25	If the issue is contingent on
	+security holders’ approval, the date
	of the meeting
26	Date entitlement and acceptance
	form and prospectus or Product
	Disclosure Statement will be sent to
	persons entitled
27	If the entity has issued options, and
	the terms entitle option holders to
	participate on exercise, the date on
	which notices will be sent to option
	holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 5

Appendix 3B New issue announcement

30	How do+security holders sell their
	entitlements_in full_through a
	broker?
31	How do+security holders sell_part_
	of their entitlements through a
	broker and accept for the balance?
32	How do+security holders dispose
	of their entitlements (except by sale
	through a broker)?
33	+Despatch date

• See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities ( tick one ) (a) YES Securities
described
in
Part
1

(b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 7

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) 42 Number and+class of all+securities quoted on ASX (_including_the securities in clause 38)
	Number	+Class

• See chapter 19 for defined terms.

Appendix 3B Page 8

01/08/2012

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

==> picture [95 x 62] intentionally omitted <==

Print name:

Jeannette
Smith Company
Secretary 12
NOVEMBER
2012

== == == == ==

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 9

Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

N/A

• See chapter 19 for defined terms.

Appendix 3B Page 10

01/08/2012