KINGSROSE MINING LIMITED — Capital/Financing Update 2012

Jun 11, 2012

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11
June
2012

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

Dear
Sir/Madam

Notice Given Under Section 708A(5)(e) of the Corporations Act

Kingsrose
Mining
Ltd
(“the
Company”)
has
issued
1,566,442
fully
paid
ordinary
shares
(“Shares”)
upon
the
exercise of:

• 1,566,442
  listed
  options
  that
  were
  previously
  issued
  under
  the
  Company’s
  1:2
  Rights
  Issue
  (April
  2008)
  at an
  exercise
  price
  of
  $0.20
  each
  and
  an
  expiry
  date
  of
  31
  December

The
Non
renounceable
rights issue
of
options
was
disclosed
in
the
Company’s
IPO
dated
1
November
2007.

The
above
Shares
have
been
issued
and
are
part
of
a
class
of
securities
quoted
on
ASX
and
may
be
subject
to
a subsequent
offer
for
sale.

The
Company
gives
this
notice
pursuant
to
section
708A(5)(e)
of
the
Corporations
Act.

The
Company
issued
the
Shares
above
without
a
disclosure
document
to
investors
under
Part
6D.2
of
the Corporations
Act.

The
Company,
as
at
the
date
of
this
notice,
has
complied
with:

• the
  provisions
  of
  Chapter
  2M
  of
  the
  Corporations
  Act;
  and

• section
  674
  of
  the
  Corporations
  Act.

There
is
no
excluded
information,
as
defined
in
sections
708A(7)
and
708A(8)
of
the
Corporations
Act,
as
at
the
date of
this
notice.

Yours
faithfully KINGSROSE
MINING
LIMITED

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JEANNETTE
P
SMITH COMPANY
SECRETARY

Suite
2,
Level
9
|
12
–
14
Thelma
Street West
Perth
WA
6005 ABN:
49
112
389
910

T
+
61
8
9486
1149
|
F
+
61
8
9486
1151 www.kingsrosemining.com.au info@kingsroseminig.com.au

Kingsrose
Mining
Limited

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0B **Appendix

3B**

Rule
2.7,
3.10.3,
3.10.4,
3.10.5

2B **New

issue
announcement, 3B application
for
quotation
of
additional
securities 4B 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
1/7/96.
Origin:
Appendix
5.
Amended
1/7/98,
1/9/99,
1/7/2000,
30/9/2001,
11/3/2002,
1/1/2003,
24/10/2005.

Name
of
entity

KINGSROSE
MINING
LIMITED

ABN 49
112
389
910

We
(the
entity)
give
ASX
the
following
information.

5B **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)	Ordinary Shares
	1,566,442
	Exercise Expiry Price Date $0.20 31 December 2012

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 2

Kingsrose
Mining
Limited

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4 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 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 clause 2 if applicable)	Yes	Yes
	11 June 2012
	Number	+Class
	287,578,777 2,946,253	Ordinary shares KRM Listed options KRMO

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

Kingsrose
Mining
Limited

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• Number Class 9 Number and +class of all 150,000 KRMAM
  –
  Unlisted
  options
  (ESOP) +securities
  not
  quoted
  on
  ASX 1,500,000 KRMAO
  –
  Unlisted
  options ( including the
  securities
  in
  clause 75,000 KRMAK
  –
  Unlisted
  options
  (ESOP) 2
  if
  applicable) 3,000,000 KRMAU
  –
  Unlisted
  options
  (ESOP) 2,000,000 KRMAQ
  –
  Unlisted
  options
  (ESOP) 250,000 KRMAY
  –
  Unlisted
  options
  (ESOP) 1,000,000 KRMAW
  –
  Unlisted
  options
  (ESOP) 500,000 KRMAW
  -­‐
  Unlisted
  options 8,475,000 TOTAL
  UNLISTED
  OPTIONS 10 Dividend
  policy
  (in
  the
  case
  of
  a On
  20
  December
  2011
  the
  Company
  announced
  a trust,
  distribution
  policy)
  on
  the Dividend
  Policy
  stating
  that
  Kingsrose
  intends,
  to
  the increased
  capital
  (interests) extend
  permissible
  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.

6B **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.

24/10/2005 Appendix 3B Page 4

Kingsrose
Mining
Limited

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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

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

Kingsrose
Mining
Limited

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applicable) 29 Date rights trading will end (if applicable) 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

7B **Part

3
-­‐
Quotation
of
securities**

1 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

8B

**Entities

that
have
ticked
box
34(a)**

1 **Additional

securities
forming
a
new
class
of
securities**

Tick
to
indicate
you
are
providing
the
information
or documents

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

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 6

Kingsrose
Mining
Limited

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36 +[If
the
] securities
setting
out
the
number
of
holders
in
the
categories[+][securities
are
][+][equity
securities,
a
distribution
schedule
of
the
additional
] 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
]

9B **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 on 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.

24/10/2005 Appendix 3B Page 7

Kingsrose
Mining
Limited

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**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:

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(Company
Secretary) Print
name: JEANNETTE
P
SMITH Date: 11
June
2012

== == == == ==

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 8