KINGSROSE MINING LIMITED — Share Issue/Capital Change 2012

Dec 2, 2012

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3
December
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
40,000
fully
paid
ordinary
shares
(“Shares”)
upon
the
exercise
of:

• 40,000
  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

==> picture [91 x 58] intentionally omitted <==

JEANNETTE
P
SMITH COMPANY
SECRETARY

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

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

Appendix 3B New issue announcement

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)	Ordinary Shares
	40,000
	Exercise Price Expiry Date $0.20 31 December 2012

• See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

4 Do the[+] securities rank equally in all respects from the date of Yes 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 $0.20
–
40,000
Ordinary
Shares 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly Exercise
of
40,000
Listed
Options identify those assets)

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.

01/08/2012

Appendix 3B Page 3

Appendix 3B New issue announcement

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
	29 November 2012
	Number	+Class
	290,151,217 873,813	Ordinary Shares KRM Listed Options KRMO

• See chapter 19 for defined terms.

Appendix 3B Page 4

01/08/2012

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 trust, distribution policy) on the increased capital (interests)

On 20 December 2011 the Company announced a Dividend Policy stating that Kingsrose intends, to the 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 Policyis 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.

01/08/2012

Appendix 3B Page 5

Appendix 3B New issue announcement

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.

Appendix 3B Page 6

1/1/2003

• 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.

01/08/2012

Appendix 3B Page 7

Appendix 3B New issue announcement

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.

Appendix 3B Page 8

01/08/2012

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)

• Number +Class

• 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 9

Appendix 3B New issue announcement

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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Print name:

Jeannette
Smith Company
Secretary 3
December
2012

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 10

01/08/2012

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.

01/08/2012

Appendix 3B Page 11