KINGSROSE MINING LIMITED — Major Shareholding Notification 2017

Aug 14, 2017

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

Company Name/Scheme	Kingsrose Mining Limited 112 389 910
ACN/ARSN
1. Details of substantial holder (1)
Name	James William Phillips
ACN/ARSN (if applicable)	N/A
There was a change in the interests of the substantial holder on		31/07/2017
The previous notice was given to the company on		17/10/2016
The previous notice was dated		26/09/2016

2. Previous and present 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 when last required, and when now r scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully paid ordinary shares 22,168,508		5.09%	95,599,858	13.10%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
31/07/2017	James William Phillips	As per Annexure A	As per Annexure A	73.431.350	73.431.350

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
James William Phillips	Great Golden Investment Limited	Great Golden Investment Limited	The substantial holder controls Great Golden Investment Limited by being the sole director and shareholder of Great Golden Investment Limited	95,231,350 fully paid ordinary shares	95,231,350
James William Phillips	Beaurama Pty Ltd	Beaurama Pty Ltd	The substantial holder controls Beaurama Pty Ltd by being the sole director and shareholder of Beaurama Pty Ltd	368,508 fully paid ordinary shares	368,508

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association
N/A

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
James William Phillips	B5-7 Dahlia Circle, Ladislawa Village Buhangin, Davao City, Philippines 8000
Great Golden Investment Limited	18/F Golden Star Building, 20 - 24 Lockhart Road, Wanchai, Hong Kong HKG
Beaurama Pty Ltd	Level 1, 160 Stirling Highway, Nedlands WA 6009

Signature

print name	James William Phillips		capacity	personal capacity
sign here	Service		date	11 August 2017
		DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the $(1)$ 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 6 of the form.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(6)$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) $(a)$ applies, a copy of any document setting out 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 $(b)$ of the securities to 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.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired $(7)$ 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.
• 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". $(8)$
• $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Annexure A

This is Annexure A of one page referred to in Form 604 - Notice of change of interests of substantial holder.

PURCIERS?	Number of L Shares	$D$ $R$	GobStelasticon	Nature of acquisition
Opening Balance	22,168,508
Great Golden Investment Limited	73.431.350	31/07/2017	$$0.04$ per share	Issue of shares in full satisfaction of outstanding loan facility as approved by Kingsrose Shareholders at the Company's General Meeting held on 28 July 2017
HOIVAL	95,559,858

Signed:

James William Phillips

Date: 11 August 2017