XREF LIMITED — Interim / Quarterly Report 2015

Jan 28, 2016

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King
Solomon
Mines
Limited ARBN
122
404
666

Xref
Limited NZBN
9429036173259

**QUARTERLY

REPORT
FOR
THE
PERIOD
ENDED
31
DECEMBER
2015**

**Key

Highlights
For
The
Quarter**

• King
  Solomon
  Mines
  Limited
  (ASX:KSO)
  has
  finalised
  the
  acquisition
  of
  Xref
  Pty
  Ltd

• ● King
  Solomon
  Mines
  Limited
  will
  shortly
  be
  renamed
  Xref
  Limited
  (ASX:XF1)

• Xref
  Pty
  Ltd
  is
  an
  easy-­‐to-­‐use,
  mobile-­‐ready,
  fully-­‐reportable,
  cloud-­‐based
  platform
  that recruitment
  teams
  use
  to
  conduct
  pre-­‐employment
  reference
  checks.

• Xref
  Pty
  Ltd
  automates
  what
  has
  traditionally
  been
  a
  time-­‐consuming,
  phone-­‐based
  exercise. Xref
  Pty
  Ltd
  saves
  its
  clients
  time,
  improves
  the
  quality
  of
  reference
  checks
  and
  reduces reference
  fraud.

• Xref
  Pty
  Ltd
  is
  a
  high-­‐growth
  business
  leveraged
  to
  the
  US$15
  billion
  Human
  Resource Technology
  Market
  and
  currently
  services
  more
  that
  26
  industry
  verticals.

• ● KSO
  completed
  its
  Prospectus
  financing
  of
  A$4,000,000
  to
  expedite
  growth

• Xref
  Pty
  Ltd’s
  business
  continued
  its
  record
  growth
  with
  new
  clients
  and
  renewals
  comprising ASX50,
  ASX200,
  major
  Government
  agencies
  and
  global
  recruitment
  companies

• ● Xref
  Pty
  Ltd
  implemented
  key
  platform
  developments
  that
  leverage
  its
  valuable
  data,
  adds margin
  and
  additional
  revenue
  streams

On
3
August
2015
KSO
announced
the
proposed
acquisition
of
100%
of
Xref
Pty
Ltd,
including
details of
the
transaction.

On
28
September
2015,
KSO
announced
that
mutual
due
diligence
had
been completed.

On
28
October
2015,
KSO
advised
that
a
Sale
and
Purchase
Agreement
had
been executed.

During
the
Quarter
Xref
Pty
Ltd
completed
an
interim
financing
of
A$550,000.

On
4 January
2016
KSO
advised
that
it
had
completed
the
Offer
in
the
Replacement
Prospectus
dated
7 December
2015
(the
Prospectus)
raising
A$4,000,000
through
the
issue
of
20,000,000
shares
at A$0.20.
On
20
January
2016
the
Company
announced
that
it
had
issued
and
allotted
50,000,000
fully paid
ordinary
shares,
and
16,666,667
A
Class
Performance
Rights,
16,666,667
B
Class
Performance Rights
and
16,666,666
C
Class
Performance
Rights
(all
on
a
post-­‐Consolidation
basis)
as
consideration securities
on
settlement
of
the
purchase
of
Xref
Pty
Ltd.

The
fundraising
and
the
Xref
Pty
Ltd purchase
transaction
had
been
approved
by
shareholders
at
the
KSO
Extraordinary
General
Meeting held
on
26
November
2015.
The
issue
of
shares
and
performance
rights
took
place
after
satisfaction of
all
the
conditions
precedent
and
completion
of
the
acquisition
of
Xref
Pty
Ltd.
There
have
been
no material
subsequent
events
to
alter
KSO’s
consolidated
statement
of
financial
position
as
detailed
in section
5
of
the
Prospectus.

www.kingsolomonmines.com.au

www.xref.com.au

King
Solomon
Mines
Limited

Xref
Limited

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**Board

Changes**

Following
the
finalisation
of
the
acquisition
of
Xref
Pty
Ltd
on
18
January
2016,
and
as
detailed
on pages
18
and
19
of
the
Prospectus,
Stephen
McPhail
resigned
as
Managing
Director
and
Simon
Taylor resigned
as
a
Non-­‐Executive
Director.

Lee-­‐Martin
Seymour
was
appointed
as
Executive
Director (Chief
Executive
Officer),
Timothy
Griffiths
was
appointed
Executive
Director
(Chief
Technology Officer)
and
Timothy
Mahony
was
appointed
a
Non-­‐Executive
Director.

**Business

Update**

Xref
Pty
Ltd
has
continued
to
experience
substantial
growth
across
its
key
performance
metrics, effectively,
increasing
new
sales
of
Xref
Pty
Ltd
credits
at
a
rate
in
excess
of
100%
on
an
annualised basis,
in
conjunction
with
experiencing
a
greater
than
200%
increase
in
usage
of
credits
from
existing clients
on
an
annualised
basis.

Xref
Pty
Ltd
also
continued
to
gain
recognition
across
key
industry
verticals,
winning
new
business
in the
areas
of
Legal,
Media,
Health,
Government,
Telecoms
and
Aged-­‐Care.
Xref
now
services
more than
26
key
industry
verticals.

**King

Solomon
Mines
Limited**

**Lee-­‐Martin

Seymour**

CEO
/
Executive
Director

**About

Xref
Pty
Ltd**

Xref
is
a
Sydney-­‐based
Human
Resource
Technology
company,
with
a
focus
on
online
candidate referencing
workflow
solutions
that
allow
prospective
employers
to
seamlessly
and
professionally conduct
pre-­‐employment
reference
checks
on
suitable
candidates.

Xref
was
founded
in
2010
by
Executive
Directors
Lee-­‐Martin
Seymour
and
Tim
Griffiths,
initially
to solve
a
dated,
costly
and
inefficient
process
of
conducting
reference
checks
on
suitable
candidates. To-­‐date,
Xref
has
not
raised
any
external
capital
to
fund
the
business
and
has
been
cash-­‐flow
positive since
inception.
The
Xref
platform
has
experienced
246%
compound
annual
user
growth.

Xref
set
out
to
bring
candidate
referencing
into
the
21st
century.
Prior
to
Xref’s
innovative
solution, industry
best
practices
were
cumbersome
and
expensive.
Human
resource
(HR)
managers
spent
on average
two
hours
to
source
and
analyse
a
single
reference
check.
Not
only
was
this
process inefficient,
but
it
also
opened
up
companies
to
security
breaches,
discrimination
and,
potentially, fraud.
As
a
result,
recruiters
and
HR
managers
tended
to
outsource
this
function
to
aggregators
and

2

King
Solomon
Mines
Limited

Xref
Limited

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call
centres,
creating
an
additional
cost
to
the
recruiting
process.
Xref’s
fully-­‐automated
cloud-­‐based platform
allows
recruiters
/
HR
managers
to
safely
and
securely
complete
this
function
in
a
fraction
of the
time
it
traditionally
took.
It
takes,
on
average,
approximately
30
seconds
for
the
employer
to make
a
reference
request
and,
on
average,
it
is
completed
and
returned
within
24
hours.
In
addition, Xref’s
reports
are
highly
analytical
and
provide
insightful
comparable
data.
On
average,
users
of
Xref’s technology
have
experienced
a
98%
success
rate
with
60%
more
data
collected.

Xref’s
easy-­‐to-­‐use
platform
and
simple
business
model
allow
users
to
purchase
Xref
credits
to
use
at their
discretion
based
on
the
individual
hiring
needs
of
each
organisation.

**SCHEDULE

OF
TENEMENTS**

The
Sonid
North
tenement
is
located
in
the
Sonid
Zouqi
Banner
(County)
of
Inner
Mongolia,
China. Bu
Dun
Hua
is
located
in
the
Wengniute
Banner
(County)
of
Inner
Mongolia,
China.
KSO
continues with
its
review
as
to
whether
or
not
it
will
sell
or
joint
venture
these
tenements.

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• The
  Company
  holds
  the
  rights
  to
  its
  exploration
  projects
  through
  a
  90%
  equity
  interest
  in
  Inner
  Mongolia
  Plate Mining
  Limited
  (Plate),
  a
  Sino-­‐foreign
  incorporated
  joint
  venture
  that
  holds
  the
  two
  exploration
  licences
  referred to
  above.
  The
  remaining
  10%
  interest
  in
  Plate
  is
  held
  by
  Inner
  Mongolia
  Ao
  Meng
  Xin
  Economic
  and
  Trade
  Co.,
  Ltd (AMX),
  which
  is
  jointly
  owned
  by
  Fu
  La,
  who
  manages
  the
  Company’s
  China
  operations,
  and
  his
  wife
  Na
  Dong.
  The rights
  of
  the
  Company
  and
  AMX
  as
  shareholders
  of
  Plate
  are
  governed
  by
  an
  equity
  joint
  venture
  contract.
  AMX holds
  its
  10%
  interest
  in
  Plate
  on
  trust
  for
  the
  Company.

3