XREF LIMITED — Capital/Financing Update 2012

Oct 28, 2012

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

King Solomon Mines Limited

ARBN

122 404 666

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) 4 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Date of entering +securities into uncertificated holdings or despatch of certificates	Options
	1,000,000
	The options are to subscribe for ordinary shares at an exercise price of 5 cents, and are exercisable at any time until expiry on 3 March 2014.
	There are no quoted options. Options granted will have no participation in dividends until exercised.
	The options are granted without charge and the option exerciseprice is 5 cents.
	Grant of options is to Dayton Way Financial Pty. Ltd. for acting as sponsoring broker and manager for a private placement announced on 29 August 2012.
	29 October 2012

Appendix 3B New issue announcement

KING SOLOMON MINES LIMITED

• 8 Number and +class of all +securities quoted on ASX ( including the securities in clause 2 if applicable)

• 9 Number and +class of all +securities not quoted on ASX ( including the securities in clause 2 if applicable)

Number	+Class
223,139,260	Fully Paid Ordinary Shares

Number	+Class
3,100,000 + 500,000 + 2,900,000 + 1,800,000 + 1,000,000	29 July 2014 Options – exercise price 10 cents 25 March 2016 Options – exercise price 12 cents 29 July 2016 Options – exercise price 12 cents 4 October 2015 Options – exercise price 3.3 cents 3 March 2014 Options – exercise price 5 cents

• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Full participation in any future dividends.

Part 2 – Bonus issue or pro rata issue

Questions 11 to 33

Not applicable

Part 3 – Quotation of securities

You need only complete this section if you are applying for quotation of securities

• Type of securities

• 34 (tick one)

• (a) Securities described in Part 1 Shares of the same class as existing ordinary shares are to be quoted

• (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(b)

Questions 35 to 42

Not applicable

+See chapter 19 for defined terms 1/1/2003

Appendix 3B Page 2

Appendix 3B New issue announcement

KING SOLOMON MINES LIMITED

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.

• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the +securities to be quoted, it has been provided 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: Date: 29 October 2012

(Managing Director)

Print name: Stephen McPhail

= == == == ==

+See chapter 19 for defined terms 1/1/2003

Appendix 3B Page 3