KINGSROSE MINING LIMITED — Major Shareholding Notification 2009

Mar 3, 2009

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Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme		KINGSROSE MINING LTD
ACN/ARSN	14CN 112 389910
1. Details of substantial holder (1) Name ACN/ARSN (if applicable)		ADUANCED CONCEPT HELDINGS LTD.
The holder became a substantial holder on	27.2.09	$\bullet$
.

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a
relevant interest (3) in on the date the substantial holder

Class of securities (4) CONTRACTOR	Number of securities	Person's votes (5)	Voting power (6)

3. Details of relevant interests

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The nature of the relevant interest the substantial holder or an associate had in the fellowing voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
	SEE ANNEXURE

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
	$\sim$

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a
substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)	Class and number of securities
		Cash Non-cash

	6. Associates
	The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
	Name and ACN/ARSN (if applicable) Nature of association
	ANNEXURE SEE
	7. Addresses The addresses of persons named in this form are as follows:
	Name Address WNEXURE SEE
	Signature
	IRECTOR print name
	ICHAEL JOHN HNDREWYSCHY
	sign here date
	DIRECTIONS
(1)	If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
(2)	See the definition of "associate" in section 9 of the Corporations Act 2001.
Ø	See the definition of "relevant interest" in sections 608 and 6718(7) of the Corporations Act 2001.
$\langle 4 \rangle$	The voting shares of a company constitute one class unless divided into separate classes.
នា	The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
(6)	The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
n,	Include details of:
	any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out 倒 the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
	any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to (d) which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
	See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(8)	If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".
19	Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

ANNEXURE A

This is the Annexure A of 2 pages referred to in Form 603 Notice of initial substantial holder

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Date:

Item₃

(a) Icon Enterprises Ltd (Icon) as registered holder has a relevant interest in 42,500,000 ordinary voting shares (Subject Shares) in Kingsrose Mining Limited (the Company).

(b) Advanced Concept Holdings Ltd (ACH) holds 76% of the voting shares in Icon and therefore (a) is an associate of Icon pursuant to section $12(2)(a)(ii)$ of the Corporations Act. ACH holds the same relevant interest as Icon in the Subject Shares pursuant to section 608(3)(a) of the Corporations Act.

Item 5

(a) Icon, as the holder of the relevant interest in the Subject Shares referred to above, acquired the relevant interest on 27 February 2009. The consideration for the acquisition was the transfer by Icon to the Company of 221 shares in MM Gold Pty Ltd pursuant to the terms of a Share Purchase Agreement dated 10 September 2008 as varied by a Deed of Variation dated 27 November 2008 made between the Company, Icon and the parties named in Schedule 1 of that Agreement.

(b) No consideration was paid by ACH for the acquisition of the relevant interest in the Subject Shares, which arises only through the interest deemed to arise by section 608(3)(a).

Item 6

The reason that ACH is an associate of Icon is that ACH holds 76% of the voting shares in Icon and is deemed to be an associate pursuant to section $12(2)(a)(ii)$ of the Corporations Act.

Item 7

(a) The addresses of persons named in this form are:

Icon Enterprises Limited: Sea Meadow House, Blackburn Highway, Tana, Tortola, British Virgin Islands.

(c) Advanced Concept Holdings Ltd: Sea Meadow House, Blackburn Highway, Tana, Tortola, British Virgin Islands.

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