KINGSROSE MINING LIMITED — Proxy Solicitation & Information Statement 2012

Oct 1, 2012

Kingsrose
Mining
Limited Annual
General
Meeting 1
November
2011

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**PROXY

FORM**

I/We

being
a
Member
of
Kingsrose
Mining
Limited
entitled
to
attend
and
vote
at
the
Annual
General
Meeting,
hereby

Appoint

Name
of
Proxy

or
failing
the
person
so
named
or,
if
no
person
is
named,
the
Chairman
of
the
Meeting
or
the
Chairman’s
nominee,
to
vote
in
favour
of
Resolution
1 (unless
otherwise
indicated
below
by
ticking
one
of
the
boxes
next
to
Resolution
1)
and
to
vote
in
relation
to
each
of
Resolutions
4,5,6,7,8,
and
9
in accordance
with
the
following
directions
or,
if
no
directions
have
been
given
in
relation
to
any
of
Resolutions
4,5,6,7,8,
and
9,
as
the
proxy
sees
fit
at
the Annual
General
Meeting
to
be
held
at
The
Celtic
Club,
48
Ord
Street,
West
Perth,
6005,
Western
Australia
on
Thursday,
1
November
2012
at
10.30
am (WST)
and
at
any
adjournment
thereof.

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|||||
|---|---|---|---|
|Voting
Directions
on
Business
of
the
Annual
General
Meeting|FOR|AGAINST|ABSTAIN*|
|Resolution
1|Adoption
of
Remuneration
Report
(i)|
|Resolution
2|Re-­‐election
of
Director
–
Mr.
J.
William
Phillips|
|Resolution
3|Re-­‐election
of
Director
–
Mr.
Timothy
G.
Spencer|
|Resolution
4|Increase
non-­‐executive
directors’
fee
pool
(ii)|
|Resolution
5|Approval
of
KRM
Employee
&
Share
Rights
Plan
(iii)|
|Resolution
6|Long-­‐term
incentive
–
Mr.
Christopher
N.
Start
(iv)|
|Resolution
7|Long-­‐term
incentive
–
Mr.
Timothy
G.
Spencer
(v)|
|Resolution
8|Issue
of
unlisted
options
–
Mr.
Andrew
P.
Spinks
(vi)|
|Resolution
9|Ratification
of
past
issue
of
shares
(vii)|
|Resolution
10|Amendment
to
Constitution|

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If
you
mark
the
Abstain
box
for
a
particular
item,
you
are
directing
your
proxy not* to
vote
on
your
behalf
on
a
show
of
hands
or
on
a
poll and
you
votes
will
not
be
counted
in
computing
the
required
majority
on
a
poll.

(i) Resolution
1 IF
THE
CHAIRMAN
IS
APPOINTED
AS
YOUR
PROXY,
THE
CHAIRMAN
WILL
VOTE
IN
FAVOUR
OF
RESOLUTION
1
UNLESS
YOU
DIRECT OTHERWISE
BY
TICKING
ONE
OF
THE
BOXES
ABOVE
NEXT
TO
RESOLUTION
1.

(ii) Resolution
4 IF
YOU
DO
NOT
WISH
TO
DIRECT
THE
CHAIRMAN
AS
YOUR
PROXY
TO
VOTE
ON
RESOLUTION
4,
PLEASE
PLACE
A
MARK
IN
THIS
BOX. (iii) Resolution
5

IF
YOU
DO
NOT
WISH
TO
DIRECT
THE
CHAIRMAN
AS
YOUR
PROXY
TO
VOTE
ON
RESOLUTION
5,
PLEASE
PLACE
A
MARK
IN
THIS
BOX. (iv) Resolution
6

IF
YOU
DO
NOT
WISH
TO
DIRECT
THE
CHAIRMAN
AS
YOUR
PROXY
TO
VOTE
ON
RESOLUTION
6,
PLEASE
PLACE
A
MARK
IN
THIS
BOX. (v) Resolution
7 IF
YOU
DO
NOT
WISH
TO
DIRECT
THE
CHAIRMAN
AS
YOUR
PROXY
TO
VOTE
ON
RESOLUTION
7,
PLEASE
PLACE
A
MARK
IN
THIS
BOX. (vi) Resolution
8 IF
YOU
DO
NOT
WISH
TO
DIRECT
THE
CHAIRMAN
AS
YOUR
PROXY
TO
VOTE
ON
RESOLUTION
8,
PLEASE
PLACE
A
MARK
IN
THIS
BOX. (vii)

Resolution
9

IF
YOU
DO
NOT
WISH
TO
DIRECT
THE
CHAIRMAN
AS
YOUR
PROXY
TO
VOTE
ON
RESOLUTION
9,
PLEASE
PLACE
A
MARK
IN
THIS
BOX.

By
marking
any
of
these
boxes
you
acknowledge
that
the
Chairman
may
exercise
your
proxy
even
if
he
or
she
has
an
interest
in
the outcome
of
the
respective
resolution,
and
that
votes
cast
by
him
or
her,
other
than
as
proxy
holder,
would
be
disregarded
because
of that
interest.
If
you
do
not
mark
this
box
and
you
have
not
directed
your
proxy
how
to
vote,
the
Chairman
will
not
cast
your
votes
on
the respective
resolutions
and
your
votes
will
not
be
counted
in
calculating
the
required
majority
if
a
poll
is
called
on
a
resolution

If
two
proxies
are
being
appointed,
the
proportion
of
voting
rights
this
proxy
represents
is %

(Signature
boxes:
see
over)

Kingsrose
Mining
Limited Annual
General
Meeting 1
November
2011

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**PROXY

FORM**

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Signed
this
day
of
2012.
By:
Individuals
and
joint
holders
By:
Companies
(affix
common
seal
if
appropriate)
Signature
Director
Signature
Director/Secretary
Signature
Sole
Director
and
Sole
Secretary
Please
provide
the
following
information
should
we
need
to
contact
you
Name:
Day
time
contact
number:
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**Instructions

for
Completing
Appointment
of
Proxy
Form**

1. In
   accordance
   with
   Section
   249L
   of
   the
   Corporations
   Act,
   a
   shareholder
   of
   the
   Company
   who
   is
   entitled
   to
   attend
   cast
   two
   or more
   votes
   at
   a
   general
   meeting
   of
   shareholders
   is
   entitled
   to
   appoint
   two
   proxies.
   Where
   more
   than
   one
   proxy
   is
   appointed, such
   proxy
   must
   be
   allocated
   a
   proportion
   of
   the
   member’s
   voting
   rights.

If
the
shareholder
appoints
two
proxies
and
the appointment
does
not
specify
this
proportion,
each
proxy
may
exercise
half
the
votes.

1. A
   duly
   appointed
   proxy
   need
   not
   be
   a
   member
   of
   the
   Company.
   In
   the
   case
   of
   joint
   holders,
   all
   must
   sign. 3. Corporate
   shareholders
   should
   comply
   with
   the
   execution
   requirements
   set
   out
   on
   the
   Proxy
   Form
   or
   otherwise
   with
   the provisions
   of
   section
   127
   of
   the
   Corporations
   Act.
   Section
   127
   of
   the
   Corporations
   Act
   provides
   that
   a
   company
   may
   execute
   a document
   without
   using
   its
   common
   seal
   if
   the
   document
   is
   signed
   by:

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• two
  directors
  of
  the
  company;

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• a
  director
  and
  a
  company
  secretary
  of
  the
  company;
  or

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for
a
proprietary
company
that
has
a
sole
director
who
is
also
the
sole
company
secretary
–
that
director.

For
the
Company
to
rely
on
the
assumptions
set
out
in
sections
129(5)
and
(6)
of
the
Corporations
Act,
a
document
must
appear to
have
been
executed
in
accordance
with
sections
127(1)
or
(2).
This
effectively
means
that
the
status
of
the
persons
signing the
document
or
witnessing
the
affixing
of
the
seal
must
be
set
out
and
conform
to
the
requirements
of
section
127(1)
or
(2)
as applicable.
In
particular,
a
person
who
witnesses
the
affixing
of
a
common
seal
and
who
is
the
sole
director
and
sole
company secretary
of
the
company
must
state
that
next
to
his
or
her
signature.

1. Completion
   of
   a
   Proxy
   Form
   will
   not
   prevent
   individual
   shareholders
   from
   attending
   the
   Meeting
   in
   person
   if
   they
   wish.
   Where
   a shareholder
   completes
   and
   lodges
   a
   valid
   Proxy
   Form
   and
   attends
   the
   Meeting
   in
   person,
   then
   the
   proxy’s
   authority
   to
   speak
   and vote
   for
   that
   shareholder
   is
   suspended
   while
   the
   shareholder
   is
   present
   at
   the
   Meeting.

2. Where
   a
   Proxy
   Form
   or
   form
   of
   Appointment
   of
   Corporate
   Representative
   is
   lodged
   and
   is
   executed
   under
   power
   of
   attorney, the
   Proxy
   Form
   and
   the
   original
   or
   certified
   copy
   of
   any
   power
   of
   attorney
   under
   which
   it
   is
   signed
   must
   be
   lodged
   in
   like
   ma
   nner

3. as
   this
   proxy
   and
   received
   no
   later
   than
   48
   prior
   to
   the
   time
   of
   commencement
   of
   the
   Meeting.

In
accordance
with
section
250BA
of
the
Corporations
Act
the
Company
specifies
the
following
for
the
purposes
of
receipt
of
p
roxy appointments
-­‐

Registered
Office:
Suite
9,
Level
2,
12-­‐14
Thelma
Street,
West
Perth,
WA
6005.

Fax
Number:
+618
9486
1151.

Proxy appointments are to be received no later than 48 hours prior to the time of commencement of the Meeting. Any proxy received after that time will not be valid.

If
you
need
any
further
information
about
this
form
or
attendance
at
the
Company’s
Annual
General
Meeting,
please
contact
Jeannette Smith,
Company
Secretary,
on
08
9486
1149.

Please return this Proxy Form to the Company Secretary, Kingsrose Mining Limited, Suite 9, Level 2, 12-­‐14 Thelma Street, West Perth 6005, Western Australia, or by fax to 08 9486 1151 by 10.30 am (WST) on Tuesday, 30 October 2012.