KING RIVER RESOURCES LIMITED — Capital/Financing Update 2012

Oct 16, 2012

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SHARE PURCHASE PLAN

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Indicative Timetable

SPP record date

Close of Business 4 October 2012

SPP offer opens

17 October 2012

SPP offer closes

Date of allotment and despatch of uncertified statements to shareholders

9 November 2012 (5pm WST) Within 10 business days of the closing of the SPP

All dates and times are Perth Western Standard Time.

Speewah reserves the right to change at any time the Closing Date or the proposed Allotment Date, by making an announcement to the ASX. Speewah also reserves the right to terminate the SPP at any time prior to the issue of Shares under the SPP. If Speewah terminates the SPP, it will refund any money paid by Eligible Shareholders under the SPP. Interest will not be paid on any money refunded.

This is an important document which requires your immediate attention and should be read in its entirety before deciding to participate. The Share Purchase Plan (“SPP”) is an initiative that provides Eligible Shareholders with the opportunity to purchase additional shares at a discount and without brokerage or transaction costs.

The SPP does not take into account the individual investment objectives, financial situation or particular needs of each Eligible shareholder. Accordingly if you are in doubt about what to do, please contact your professional adviser without delay.

This document is not a prospectus or other disclosure document under the Corporations Act. All references to dollar amounts in this document are Australian dollars unless otherwise stated.

Not for distribution or release in the United States or to US persons.

17 October 2012

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LETTER FROM THE CHAIRMAN
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Dear Shareholder

In April this year, the Board of Speewah Metals Limited (“Speewah” or “Company”) commissioned an independent geological consultant to review all previous exploration data which had previously provided strong evidence of Copper, Gold and base metal mineralisation in several locations over large portions of the Speewah Dome.

A new Copper / Gold exploration model has now been established which prioritises Copper / Gold targets in previously unexplored fault locations.

To facilitate progress of this exploration model, the Board of Directors of Speewah has decided to offer eligible shareholders the opportunity to participate in the Speewah Share Purchase Plan (“SPP”).

The funds raised from the SPP will be used towards the Copper / Gold exploration and to follow up the recommendations contained within the review. Further details are included in the announcement released on 5 October 2012 and which are included in this booklet.

The SPP will provide shareholders an opportunity to increase their shareholdings at a discount to the current market, without brokerage or other transaction costs.

The SPP enables existing eligible shareholders, irrespective of the size of their shareholding, to purchase up to $15,000 worth of ordinary fully paid shares at an issue price of 5 cents ($0.05). This represents a discount of 12.7% to the 5 day volume weighted average share price of the Shares on ASX in the 5 days prior to the record date and announcement of the SPP on 5[th] October 2012.

The right to participate in this Offer is only available to persons who are registered as holders of fully paid ordinary shares in the Company at close of business (WST) on the record date of 4 October 2012 and whose registered address is in Australia or New Zealand.

The Board intends to treat applications under the SPP on a first come - first served basis up to the maximum amount permissible and will reserve its discretion to scale back applications received under the SPP if necessary.

Please note that participation is entirely at your election and the current offer closes on Friday 9 November 2012. The offer is non-renounceable which means it cannot be transferred to anyone else.

If you have any questions on the SPP, please call the Company’s registered office on (08) 9221 8055 during normal business hours.

Yours sincerely

Anthony Barton Chairman

can also be found in the financial pages of major Australian metropolitan newspapers.

SPEEWAH METALS LIMITED SHARE PURCHASE PLAN (“SPP”) TERMS & CONDITIONS

1. Eligible Shareholders

You are eligible to participate in the SPP if you were the registered holder of one or more fully paid ordinary shares in Speewah (“Shares”) at close of business (WST time) on 4 October 2012 with an address as recorded in Speewah’s register of ordinary shareholders in Australia or New Zealand, unless you hold the Shares on behalf of another person who resides outside Australia or New Zealand (“Eligible Shareholder”).

Joint holders of Shares will be taken to be a single registered holder of Shares for the purposes of determining whether they are an Eligible Shareholder.

2. Participation in the SPP

Participation in the SPP is optional. However, the offer under the SPP is non-renounceable. This means that you cannot transfer your right to purchase Shares under the SPP to another person or entity.

3. Issue Price and Variation in Market Price

The issue price for each Share is set at 5 cents each. This price represents a 12.7% discount to the 5 day volume weighted average share price of the Shares on ASX in the 5 days prior to the announcement of the SPP on 5 October 2012 in which trades in the Shares occurred.

The market price of the Shares on the ASX may rise and fall between the opening date, the closing date and the date when Speewah allots the Shares to you under the SPP (“Allotment Date”). This means that the price you pay under the SPP offer may exceed the price at which Shares are trading on the ASX at the time the Shares are allotted to you under the SPP. Accordingly, you should seek your own financial advice in relation to this SPP offer and your participation in the SPP.

The Company recommends you monitor its announcements and share prices, which can be found on the Company’s website at www.speewah.com.au and on the ASX website at www.asx.com.au (ASX code: SPM). The share price

4. Amount of Shares Eligible Shareholders can Apply for Under the SPP

You may apply for a dollar amount of Shares under the SPP, not a number of Shares. You may apply for Shares in the amount as shown on the Application Form. The Company will divide the dollar amount you have applied for by the Issue Price then round up the result to the nearest whole number, in order to determine the number of Shares you have applied for.

The Company reserves the right to scale back allocations under the SPP in its sole discretion. Any necessary refund will be paid by the Company to Eligible Shareholders shortly after the Closing Date of the SPP or the date to which it may be extended. No interest will be paid on any money refunded.

If you are an Eligible Shareholder and have received more than one offer under the SPP (for example because you are the joint holder of shares or hold more than one shareholding under separate share accounts), you may not apply for Shares with an aggregate value exceeding $15,000 under the SPP. Speewah reserves the right (exercisable at its sole discretion) to reject any application for Shares where it believes this requirement has not been met. Any necessary refund will be paid by Speewah to Eligible Shareholders shortly after the Closing Date or the date upon which the Closing Date is extended. Interest will not be paid on any money refunded under this clause.

If a trustee or nominee is expressly noted on the Share Register as holding Shares on behalf of another person (“the Beneficiary”), the Beneficiary is taken to be the registered holder of the Shares for the purpose of the SPP and any application by the trustee or nominee is taken to be an application and certification by the Beneficiary (although a Beneficiary who is resident outside Australia or New Zealand is not eligible to participate in the SPP).

5. Acceptance & Payment

If you wish to apply for Shares under the SPP, please complete the Application Form and return it with the appropriate payment to the address set out in the Application Form. A reply paid facility is available for the convenience of Australian shareholders.

8. Modification, Waiver, Suspension and Termination of the SPP

Applications together with the appropriate payment must be received by Speewah’s Share Registry by the Closing Date, currently 5:00pm (WST time) on 9 November 2012. Applications received after the Closing Date will not be accepted.

If the payment received is not for the exact amount required to buy the number of Shares the Eligible Shareholder elected to purchase under the SPP, Speewah reserves the right to round down your application to the closest number of shares by dividing your payment by the Issue Price. In these circumstances Speewah will amend the Eligible Shareholder’s Application Form for the number of Shares applied for.

If your Application Form is incomplete, contains errors or is otherwise invalid or defective, the Company may, in its sole discretion, accept, reject, correct or amend your application, issue such number of Shares to you as it considers appropriate, refund your application money, or take any combination of these actions. Any necessary refund will be paid to you shortly after the Closing Date. No interest will be paid on any refund.

Should your cheque for payment of the Shares not clear, your application will not be accepted and you agree to be responsible for any dishonour fees or other costs incurred.

You will not be able to withdraw or revoke your Application Form once you have sent it in.

6. Allotment Date

It is anticipated that the Shares will be allotted under the SPP on or around 10 business days after the Closing Date of the SPP and application for quotation of your Shares on the ASX will be made at the same time. You should receive your allotment statement, or confirmation advice, shortly after this date.

7. What Rights Attach to the Shares?

Shares issued under the SPP will rank equally with existing fully paid ordinary shares in Speewah and will carry the same voting rights, dividend rights and other entitlements as at the date of allotment.

The directors of Speewah may resolve to change the terms and conditions of this SPP from time to time. The Company reserves the right to issue fewer Shares than an Eligible Shareholder applied for under the SPP (or none at all) if it believes that the allotment of the Shares would contravene any law or rules of any stock exchange on which Speewah’s Shares are listed.

In addition, the Company reserves the right to waive compliance with any provision of the terms and conditions of the SPP and suspend, withdraw or terminate the SPP at any time.

Any amendment, variation, suspension, withdrawal or termination of the SPP will be binding on all Eligible Shareholders even where the Company does not notify the Eligible Shareholders of that event.

The Company is not liable for any exercise of its discretions under the terms and conditions of the SPP. Any refund made to you is dispatched at your own risk.

If and to the extent to which the total applications for Shares under the SPP exceeds 39,200,000 the Company reserves its right to scale back applications. If this occurs, you may be allocated Shares to the value which is less than you applied for. Any determination by the Board in respect of any scaling back will be final. If a scale-back occurs the Company will refund your excess application money to you (without interest).

9. Dispute Resolution

Speewah may settle in any manner it thinks fit any disputes which may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any applicant or application for shares. The decision of Speewah will be conclusive and binding on all Eligible Shareholders and any other persons to whom the decision relates. Speewah reserves the right to waive compliance with any provision of the SPP terms and conditions, subject to compliance with the Corporations Act, the ASX Listing Rules and ASIC Class Order CO09/425.

10. Further Information

If you have any questions in relation to the Terms and Conditions of the SPP or how to make an application, you may phone Speewah on +61 8 9221 8055.

ASX ANNOUCEMENT

5[th] October 2012

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Speewah Rock Sample 2010 / 2011

SPEEWAH COPPER / GOLD

Further to the announcement made on the 20[th] September, Speewah Metals Limited provides the following details in relation to the company’s refocus on Copper / Gold exploration.

Speewah controls 575 square kilometres of mineral leases covering a unique geological feature, the Speewah Dome, in the Eastern Kimberley of Western Australia.

In 2010 / 2011 geologists undertook a soil and rock chip sampling program over some unexplored portions in the North Eastern sections of the Dome.

Numerous high grade Copper, Gold and Silver assays were evidenced in surface rock samples, with the best results previously reported being 27.25% Copper, 25 ounces per tonne Silver, and 4.97 grams per tonne Gold.

Strong evidence of Copper, Gold and base metal mineralisation exists in several locations over large portions of the Dome (please refer Map 1).

In April 2012, the Board of Speewah commissioned an independent geological consultant to review all previous exploration data.

As a result a new geological model, with new priorities for copper gold exploration has emerged.

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Rock Samples
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The most important insight from this review was identifying that the most likely control of the high grade Copper / Gold mineralization concentrated at the surface in the Grey’s, Hayden and Eiffler locations was a felsic granophyre rock unit which has mostly been eroded away in the central parts of the Dome.

Map 1

This felsic rock unit skirts the Dome (see Figure 2) and would have previously overlaid some large portions of the disseminated magnetite layers currently exposed at the surface.

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Figure 2
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A new Copper / Gold exploration model has now been established which prioritises Copper / Gold targets in previously unexplored fault locations, where this felsic granophyre unit has been 3D modelled to be present, and potentially close to surface (refer Figure 3).

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Au, As
Anomaly
Greys
Felsic Granophyre Mineralisation
Layer
Largely Untested Cu, Pb Anomaly
At edge of soil
(by soils or drilling)
program
Cu Soil
Anomaly
ABCE
Deposit
Au, As
Anomaly
Untested
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Figure 3 : Target Horizons

Speewah is now committed to Copper / Gold exploration and plans to follow up the recommendations contained within the review, including;

• Reprocessing of the 2011 V-Tem survey (underway),

• Further interpretation of the 2011 Gravity and Magnetics surveys,

• Collecting 2,500 soil and rock samples over 10 new locations,

• Follow up RAB drilling on the highest order targets generated from those surveys.

Competent Persons Statement

The information in this report that relates to Exploration Results, Minerals Resources and Ore Resources is based on information compiled by Ken Rogers who is a Member of the Australian Institute of Geoscientists. Mr Rogers, Chief Geologist of Speewah Metals Limited, compiled the technical aspects of this report relating to the Speewah Project and content of this release. Mr Rogers has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity that is being reported on to qualify as a Competent Person as defined in the 2004 Edition of the Australasian Code for Reporting of Mineral Resources and Ore Reserves (the JORC Code). Mr Rogers consents to the inclusion in the report of the matters in the form and context in which it appears.

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SHARE PURCHASE PLAN APPLICATION FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

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SPEEWAH METALS LTD

REGISTERED OFFICE:

LEVEL 22 ALLENDALE SQUARE 77 ST GEORGES TERRACE PERTH WA 6000 AUSTRALIA

ABN : 67 100 714 181

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SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

Code: SPM Holder Number:

Record Date: 4 OCTOBER 2012

NON-RENOUNCEABLE SHARE OFFER CLOSING AT 5.00PM WST ON 9 NOVEMBER 2012

(1) I/We, the above mentioned, wish to apply for the number of Fully Paid Ordinary Shares which will be issued in accordance with the Share Purchase Plan (SPP) and the Constitution of the Company as stated below: (please mark "X" to indicate one choice only)

			TOTAL SUBSCRIPTION AMOUNT	TOTAL SUBSCRIPTION AMOUNT	TOTAL SUBSCRIPTION AMOUNT	NUMBER OF SHARES					TOTAL SUBSCRIPTION AMOUNT	TOTAL SUBSCRIPTION AMOUNT	TOTAL SUBSCRIPTION AMOUNT	TOTAL SUBSCRIPTION AMOUNT	NUMBER OF SHARES
				@ $0.05 PER SHARE								@ $0.05 PER SHARE
	A			$15,000.00		300,000			E			$5,000.00			100,000
	B			$12,500.00		250,000				F		$2,500.00			50,000
	C			$10,000.00		200,000			G			$1,500.00			30,000
	D			$7,500.00		150,000

(2) I/We have enclosed/made payment for the amount shown above (following the payment instructions as detailed overleaf).

(3) I/We hereby authorise you to place my/our name(s) on the register of members in respect of the New Securities allotted to me/us.

(4) I/We agree to be bound by the Constitution of the Company and the terms of the SPP.

(5) I/We hereby agree to accept any lesser number of new Shares applied for.

(6) I/We hereby certify that the amount of Shares subscribed for by me/us pursuant to the SPP (being a maximum of $15,000.00 worth of Shares) does not exceed $15,000.00 taking into account the Shares the subject of this application and any other Shares applied for by me/us under the SPP or any other similar arrangement within the 12 months prior to this application including other beneficial interests. Limit on Participation and Custodian Certification- see overleaf for details.

(7) My/Our contact details in case of enquiries are: NAME

TELEPHONE NUMBER

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( )
EMAIL ADDRESS
@
BPAY PAYMENT OR THE RETURN OF THIS DOCUMENT WITH THE REQUIRED REMITTANCE WILL CONSTITUTE YOUR ACCEPTANCE OF THE OFFER.
REGISTRY DATE STAMP
PAYMENT INFORMATION - Please also refer to payment instructions overleaf.
CHEQUE/MONEY ORDER
Biller Code: 159483
All cheques (expressed in Australian currency) are to
Ref: be made payable to SPEEWAH METALS LTD -
SHARE APPLICATION ACCOUNT and crossed
BPAY® this payment via internet or phone banking. "Not Negotiable".
Your BPAY® reference number is unique to this offer and is not to be used for any other offer.
E & O.E.
6212407541 5
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6134407544

LODGEMENT INSTRUCTIONS

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PAYMENT INSTRUCTIONS

CHEQUE/MONEY ORDER

Biller Code: 159483

BPAY® this payment via internet or phone banking. Your reference number is quoted on the front of this form.

Multiple acceptances must be paid separately.

Applicants should be aware of their financial institution's cut-off time (the time payment must be made to be processed overnight) and ensure payment is processed by their financial institution on or before the day prior to the closing date of the offer. BPAY applications will only be regarded as accepted if payment is received by the registry from your financial institution on or prior to the closing date. It is the Applicant's responsibility to ensure funds are submitted correctly by the closing date and time.

You do not need to return this form if you have made payment via BPAY.

Your BPAY reference number will process your payment to your entitlement electronically and you will be deemed to have applied for such Securities for which you have paid.

All cheques should be drawn on an Australian bank and expressed in Australian currency and crossed "Not Negotiable". Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured.

Cheques or bank drafts drawn on overseas banks in Australian or any foreign currency will NOT be accepted. Any such cheques will be returned and the acceptance deemed to be invalid.

Do not forward cash as receipts will not be issued.

When completed, this form together with the appropriate payment should be forwarded to the share registry:

Security Transfer Registrars Pty Ltd PO Box 535, APPLECROSS WA 6953.

Applications must be received by Security Transfer Registrars Pty Ltd no later than 5.00pm WST on the closing date.

CERTIFICATION

By making payment for the application monies, I/we hereby:

1. Acknowledge that I/we have read and understood the Terms of the SPP;

2. Agree to be bound by the Terms of the Constitution of the Company and the SPP;

3. Agree to accept any lesser number of new Securities than the number of Securities applied for; and

4. (If not a Custodian as defined in ASIC Class Order 09/425) Certify that the amount of Securities subscribed for by me/us pursuant to the SPP does not exceed the maximum amount taking into account the Securities the subject of this application and any other Securities applied for by me/us under the SPP or any other similar arrangement within the 12 months prior to this application including joint and other beneficial interests.

LIMITATION ON PARTICIPATION

The maximum subscription limitation of $15,000.00 will apply even if an eligible Holder has received more than one form (whether

in respect of a joint holding or because the eligible Holder has more than one holding under separate Security accounts).

CUSTODIAN CERTIFICATION

If you are a Custodian (as defined in ASIC Class Order 09/425), you must submit a custodian certificate to SPEEWAH METALS LTD. If you did not receive a custodian certificate, contact Security Transfer Registrars Pty Limited. If you need further information to determine whether you are a Custodian, refer to the terms and conditions of the Plan which accompany this Share Purchase Plan Application Form or contact Security Transfer Registrars Pty Limited.

ENQUIRIES

All enquiries should be directed to the Company's share registry:

Security Transfer Registrars Pty Ltd

PO Box 535, Applecross WA 6953 AUSTRALIA

770 Canning Highway, Applecross WA 6153 AUSTRALIA

Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233

Email registrar@securitytransfer.com.au

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them at the address on this form.

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