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Prospectus For the Offer of 12,500,000 Shares at an issue price of 20 cents each to raise $2,500,000 Oversubscriptions of up to a further 7,500,000 Shares at an issue price of KIN Mining NL 20 cent each to raise up to an addition- ABN: 30 150 597 541 al $1,500,000 may be accepted Proposed ASX Code: KIN For personal use only This Prospectus provides important information about the Company. You should read the entire docu- ment including the Application Form. If you have any questions about the Shares being offered under this Prospectus, or any other matter relating to an investment in the Company, you should consult your professional adviser. An investment in the Shares offered under this Prospectus is highly speculative. Important Notice to believe that when that person was given access to the electronic Application Form, it was not provided together This Prospectus is dated 15 August 2012 and was lodged with the electronic Prospectus and any relevant with ASIC on that date. Neither ASIC, ASX nor any of their supplementary or replacement prospectus or any of those respective officers take any responsibility for the contents documents were incomplete or altered. of this Prospectus or the merits of the investment to which this Prospectus relates. Suitability of Investment & Risks No securities will be allotted or issued on the basis of this Before deciding to invest in the Company, prospective Prospectus later than 13 months after the date of this investors should read entirely this Prospectus and, in Prospectus. Application will be made to ASX within 7 days particular, the summary of the Company’s business in after the date of this Prospectus for admission of the section 5 and the risk factors in section 6. They should Company to the Official List and quotation of the Shares carefully consider these factors in the light of their the subject of this Prospectus. personal circumstances (including financial and taxation issues) and seek professional advice from their accountant, The distribution of this Prospectus in jurisdictions outside stockbroker, lawyer or other professional adviser before Australia may be restricted by law and persons who come deciding to invest. Any investment in the Shares of the into possession of this Prospectus should seek advice on and Company should be regarded as speculative. observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants Definitions and Photographs who are resident in countries other than Australia should Certain terms and abbreviations used in this Prospectus consult their professional advisers as to whether any have defined meanings which are explained in the Glossary. governmental or other consents are required or whether The assets depicted in photographs in this Prospectus are any other formalities need to be considered and followed. not assets of the Company unless otherwise stated. This document may not be distributed in the United States. Exposure Period This document does not constitute an offer to sell, or a solicitation of an offer to buy securities in the United This Prospectus is subject to an exposure period of 7 days States. Any securities described in this document have not from the date of lodgment with ASIC. This period may be been and will not be, registered under the US Securities extended by ASIC for a further period of up to 7 days. The Act 1993 and may not be offered or sold in the United purpose of this exposure period is to enable this Prospectus States except in transactions exempt from, or not subject to be examined by market participants prior to the raising to, registration under the US Securities Act 1993 and of funds. If this Prospectus is found to be deficient, any applicable US state securities law. Application Forms received during the exposure period will be dealt with in accordance with section 724 of the This Prospectus does not constitute an offer in any place in Corporations Act. Application Forms received prior to the which, or to any person to whom, it should not be lawful to expiration of the exposure period will not be processed make such an offer. until after the exposure period. No preference will be No person is authorised to provide any information or make conferred on Application Forms received in the exposure any representation in connection with the Offer which is period and all Application Forms received during the not contained in this Prospectus. exposure period will be treated as if they were simultaneously received on the Opening Date. Web Site – Electronic Prospectus Mineralisation Estimates A copy of this Prospectus is available and can be downloaded from the website of the Company at The information contained in the Independent Geologist's www.kinmining.com.au. Any person accessing the Report at section 11 was compiled by Al Maynard & electronic version of this Prospectus for the purpose of Associates Pty Ltd. Al Maynard is a member of the making an investment in the Company must be an Australasian Institute of Mining and Metallurgy (AusIMM) Australian resident and must only access the Prospectus and the Australian Institute of Geoscientists (AIG). All from within Australia. Persons who access the electronic information that relates to exploration results is expressed version of this Prospectus should ensure that they download in terms of the JORC Code. Al Maynard has sufficient and read the entire Prospectus. experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity The Corporations Act prohibits any person passing onto he is undertaking to qualify as a competent person as another person an Application Form unless it is attached to defined in the JORC Code. a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any The information contained in sections 5.1 to 5.7 was person may obtain a hard copy of this Prospectus free of compiled by Marvyn (Fritz) Fitton. Mr Fitton is a member charge by contacting the Company. If you have received of the Australasian Institute of Mining and Metallurgy thisFor personal use only Prospectus as an electronic Prospectus, please ensure (AusIMM) and the Australian Institute of Geoscientists (AIG). that you have received the entire Prospectus accompanied All information that relates to exploration results is by the Application Form. If you have not, please contact expressed in terms of the JORC Code. Mr Fitton has the Company and the Company will send you, for free, sufficient experience which is relevant to the style of either a hard copy or a further electronic copy of the mineralisation and type of deposit under consideration and Prospectus or both. The Company reserves the right not to to the activity he is undertaking to qualify as a competent accept an Application Form from a person if it has reason person as defined in the JORC Code. Page 2 Table of Contents 1 TIMETABLE TO THE OFFER .................................................................... 4 2 KEY OFFER STATISTICS AND CAPITAL STRUCTURE ........................................ 4 3 CHAIRMAN’S LETTER .......................................................................... 5 4 INVESTMENT OVERVIEW ....................................................................... 6 5 COMPANY AND BUSINESS OVERVIEW ....................................................... 10 6 RISK FACTORS ................................................................................. 20 7 DIRECTORS AND CORPORATE GOVERNANCE ............................................... 24 8 DETAILS OF THE OFFER ...................................................................... 31 9 SOLICITORS’ REPORT ......................................................................... 39 10 INVESTIGATING ACCOUNTANT’S REPORT .................................................. 56 11 INDEPENDENT GEOLOGIST’S REPORT ...................................................... 73 12 ADDITIONAL INFORMATION ................................................................ 144 13 DIRECTORS’ RESPONSIBILITY AND CONSENT ............................................ 148 14 GLOSSARY .................................................................................... 149 Corporate Directory Directors Company Secretary Terry Grammer (Chairman) Joe Graziano Giuseppe (Joe) Graziano (Non Exec. Share Registry Director) Marvyn (Fritz) Fitton (Non Exec. Director) Advanced Share Registry Services Trevor Dixon (Exec. Director) 150 Stirling Hwy PO Box 1156 Registered and Business Office Nedlands WA 6009 Ground Floor 342 Scarborough Beach Road Tel: +61 8 9389 8033 OSBORNE PARK WA 6017 Fax: +61 8 9389 7871 Solicitors to the Offer Tel: +61 8 9242 2227 Email: [email protected] Kings Park Corporate Lawyers Suite 8, 8 Clive Street Independent Geologist West Perth WA 6005 Al Maynard & Associates Pty Ltd Tel: +61 8 9420 0000 9/280 Hay Street Email: [email protected] Subiaco, WA 6008 Investigating Accountant Tel: +61 8 9388 1000 Fax: +61 8 9388 1768 HLB Mann Judd Level 4, 130 Stirling Street Auditor Perth WA 6000 For personal use only HLB Mann Judd Level 4, 130 Stirling Street Tel: +61 8 9227 7500 Perth WA 6000 Fax: +61 8 9227 7533 Tel: +61 89227 7500 Website Fax: +61 89227 7533 www.kinmining.com.au Page 3 1 TIMETABLE TO THE OFFER Opening Date of the Offer1 23 August 2012 Closing Date of the Offer2 24 September 2012 Allotment of Shares under this Prospectus 8 October 2012 Quotation of Shares on the ASX 12 October 2012 1 Subject to an exposure