XREF LIMITED — Proxy Solicitation & Information Statement 2010

Dec 12, 2010

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King Solomon Mines Limited

13 December 2010

Unit 31, 2 Bishop Dunn Place East Tamaki, Manukau 2013, New Zealand Office (within Australia): 1 800 061 569 (outside Australia): +64 4 905 9608 Fax: +64 4 905 9607 enquiries@kingsolomonmines.com www.kingsolomonmines.com

Dear Shareholder

King Solomon Mines Limited has made significant progress in the exploration of its leases in Inner Mongolia during the 2010 field season. The Company’s geologists have identified a new and extensive zone of gold mineralisation at the Mud-house prospect in the Sonid North tenement and materially advanced the understanding of the copper/molybdenum/gold porphyry intrusive centre at Bu Dun Hua.

The Mud-house discovery resulted from systematic follow up of what originally appeared to be limited outcrops of quartz rubble. Subsequent trenching and drilling have defined anomalous gold mineralisation in an east-west trending zone with an aggregate strike extent approximating 3 kilometres. The zone is broad and remains open along strike. Drilling to date has been limited to relatively broad spaced and shallow RAB and RC holes. This discovery vindicates our view that the Sonid Zuoqi area may evolve into a significant gold bearing province within which your Company holds a key ground position.

Drilling at Bu Dun Hua has significantly advanced the Company’s understanding of the known Cu-Mo mineralised intrusives at Whitehorse and defined follow-up drilling targets. Furthermore, a high resolution magnetic survey over the entire tenement has identified a number of new and larger magnetic signatures. Bu Dun Hua is unquestionably a major intrusive centre with all of the indicators which define the world’s major copper/gold deposits such as Oyu Tolgoi. Pursuit of this opportunity will require considerable scout drilling of the new magnetic anomalies and, potentially, some deep holes at Whitehorse.

Your Company has an exiting year ahead. It is important to ensure that the Company has sufficient funds to conduct an appropriate exploration program. The first step was the placement announced on November 15 which was managed by Bell Potter and raised $952,000 before issue expenses. This placement was well supported by investors who recognized the potential alluded to above. The amount of the placement was constrained by the ASX rules which limit raisings in any year to 15% of the issued capital without prior approval of shareholders.

Your Board believes that it is important for the Company to restore flexibility to raise additional funds should exploration planning require and circumstances permit. Accordingly we have decided to seek shareholder approval to that end at a meeting to be held on January 28, 2011. The Notice of Extraordinary General Meeting seeks shareholder ratification of the November 15, 2010 placement and approval for issue of a further 15 million shares on terms outlined in the resolution.

I urge you to support both resolutions.

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John C Quinn Chairman

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Notice of Annual Meeting 2010 | 6

~~O~~ KING SOLOMON MINES LTD ARBN 122 404 666

Notice of Extraordinary General Meeting

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Notice of Extraordinary General Meeting

Notice is given that an Extraordinary General Meeting of King Solomon Mines Limited (“the Company”) will be held on Friday 28 January 2011 at the Company’s office Unit 31, 2 Bishop Dunn Place, East Tamaki, Manukau, commencing at 2.00 pm (NZ time).

AGENDA

Ratification of Previous Issue of Shares under Placement

1. To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That for the purposes of Listing Rules 7.1 and 7.4 of the Australian Securities Exchange (“the ASX”) and for all other purposes, the issue by the Company of 13,600,000 fully paid ordinary shares in the capital of the Company at A$0.07 per share in the Company to raise A$952,000, by means of a private placement as announced to the ASX on 15 November 2010 and as set out in the attached Explanatory Notes, is hereby approved.”

Approval for Capital Raising

2. To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That for the purposes of ASX Listing Rules 7.1 and 7.3, approval is given for the Board of Directors of the Company to allot and issue up to 15,000,000 fully paid ordinary shares at an issue price that is at least equal to 80% of the average market price for the shares as traded on ASX calculated over the last 5 days on which sales in the shares are recorded before the day on which the issue is made and otherwise on the terms set out in the Explanatory Notes.”

Voting Exclusion Statements

In respect of Resolution 1 the Company will disregard any votes cast on that resolution by any person who participated in the issue and any associate of those persons.

In respect of Resolution 2 the Company will disregard the any votes cast by any person who may participate in the proposed issue and any associate of those persons.

However the Company need not disregard any vote by any such persons if:

• it is cast by any of them as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or

• it is cast by the person who is chairing the meeting as proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.

Each of these resolutions is described in the attached Explanatory Notes which forms part of this Notice of Extraordinary General Meeting.

For and on behalf of the Board of Directors of King Solomon Mines Limited

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Managing Director

Dated: 13 December 2010

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2 | King Solomon Mines Limited

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Explanatory Notes

The purpose of these Explanatory Notes (which forms part of the Notice of Extraordinary General Meeting dated 13 December 2010) is to provide shareholders with an explanation of the resolutions to be proposed and considered at the Extraordinary General Meeting of the Company to be held on 28 January 2011.

(Resolution 1)

RATIFICATION OF PREVIOUS ISSUE OF SHARES UNDER PLACEMENT

Resolution 1 proposes the approval of the issue and allotment of a placement of 13,600,000 fully paid ordinary shares in the capital of the Company which was made by the Company on 23 November 2010 (“the Placement”) pursuant to ASX Listing Rule 7.1. Listing Rule 7.1 allows the Board to issue up to 15% of the Company’s issued capital in any 12 month period without approval of the shareholders.

ASX Listing Rule 7.4 provides that an issue which is approved after it has been made is treated as having been made with approval for the purposes of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1.

The effect of the approval is to allow the Board of the Company to issue additional securities within the 15% limit under ASX Listing Rule 7.1 immediately after the resolution is adopted instead of having to wait until 24 November 2011 (which would be 12 months after the Placement was made).

Information Required by ASX Listing Rule 7.4

The following information in relation to the shares is provided to shareholders for the purposes of ASX Listing Rule 7.4:

• a) 13,600,000 ordinary shares in the capital of the Company were issued under the Placement;

• b) The shares were issued at $0.07 per share;

• c) The shares were fully paid on issue and rank equally in all respects with all existing ordinary shares previously issued by the Company;

• d) The shares were allotted to professional and sophisticated investors pursuant to section 708 of the Corporations Act, most of whom were clients of Bell Potter Securities Limited; and

• e) The Company intends to use the funds raised from the issue to fund advancement of its exploration projects in Inner Mongolia and for general working capital.

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Notice of Extraord nary GenerNot i ce of Annu al Meeting 2010 | 3

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(Resolution 2)

APPROVAL OF PROPOSED ISSUE OF SHARES

The Company seeks approval to issue up to 15,000,000 fully paid ordinary shares in the capital of the Company. The effect of this resolution is to allow the Directors to issue the shares without using the Company’s annual 15% placement capacity.

Information Required by ASX Listing Rule 7.3

The following information in relation to the shares is provided to shareholders for the purposes of ASX Listing Rule 7.3:

• a) The maximum number of shares to be issued is 15,000,000;

• b) The shares must be issued by close of business on 27 April 2011 (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);

• c) The minimum issue price for the shares will be at least 80% of the average market price for the shares as traded on ASX calculated over the last 5 days on which sales in the shares are recorded before the day on which the issue is made;

• d) The Directors are yet to determine to whom the shares will be issued, however the allottees will be professional and sophisticated investors pursuant to section 708 of the Corporations Act identified by a broker to be engaged by the Company and who are not related parties of the Company;

• e) The shares will be fully paid ordinary shares in the capital of the Company and will rank equally with the currently issued shares ; and

• f) The Company intends to use the funds raised from the issue to fund advancement of its exploration projects in Inner Mongolia and for general working capital.

GENERAL

The shares mentioned in resolutions 1 and 2 all rank equally in all respects with the existing fully paid ordinary shares in the Company.

The Company is also considering adoption of a Share Purchase Plan to give shareholders the opportunity to acquire shares (up to A$15,000 per shareholder) at a similar price to the Placement in resolution 1.

VOTING:

All of the resolutions are ordinary resolutions. An ordinary resolution is a resolution passed by a simple majority of votes of shareholders who are entitled to vote on the resolution and who exercise their right to vote.

All shareholders are entitled to attend and vote at the meeting (except in respect of the person, and associates of that person who participated or who may participate in the issues who are prohibited from voting under the ASX Listing Rules) or to appoint a proxy or representative (in the case of a corporate shareholder) to attend and vote on their behalf. A proxy need not be a shareholder of the Company. A proxy form is enclosed and completed forms (or, if a corporate shareholder prefers, a completed appointment of representative) must be received at the offices of the Company, no later than 48 hours before the time of holding the meeting. Proxies may be delivered to the offices of the Company, 3 Mutu Road, Paekakariki, sent by mail to PO Box 69, Paekakariki 5034, New Zealand or by facsimile to: +644 905 9607. If the form is completed under a power of attorney, a copy of the power together with a certificate of non-revocation must accompany the completed form.

The Chairman of the Company has advised that he is prepared to act as proxy for any shareholder who wishes him to do so. If that is what you want, please fill in the words “Chairman of the Meeting” in the proxy form. The Chairman has indicated that he will vote all proxies in favour of both resolutions.

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4 | King Solomon Mines Limited

PROXY FORM

King Solomon Mines Limited

Unit 31, 2 Bishop Dunn Place East Tamaki, Manukau 2013, New Zealand Office (within Australia): 1 800 061 569 (outside Australia): +64 4 905 9608 Fax: +64 4 905 9607 enquiries@kingsolomonmines.com www.kingsolomonmines.com

I/We .................................................................................................................................................................................................................. of ...................................................................................................................................................................................................................... being a Shareholder/Shareholders of King Solomon Mines Limited (“the Company”) hereby appoint ...................................................................................................................... of .............................................................................................. or failing him or her ...................................................................................................................... of .............................................................................................. as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary General Meeting of Shareholders of the Company to be held on Tuesday, the 28th day of January 2011 and at any adjournment thereof. SIGNED this .................... day of ...................................... 201 INDIVIDUALS: COMPANIES: ............................................................................................................ SIGNATURE OF SHAREHOLDER ........................................................................................ Limited PRINT NAME OF COMPANY ............................................................................................................ By:.................................................................................................. SIGNATURE OF SHAREHOLDER DIRECTOR ............................................................................................................ SIGNATURE OF SHAREHOLDER Name of Director:.................................................................... (PLEASE PRINT)

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The Chairman of the Meeting intends to vote undirected proxies in favour of Resolutions 1 and 2.

This form is to be used in favour of or against the following resolutions:

Resolution 1

FOR AGAINST ABSTAIN

That for the purposes of Listing Rules 7.1 and 7.4 of the Australian Securities Exchange (“the ASX”) and for all other purposes, the issue by the Company of 13,600,000 fully paid ordinary shares in the capital of the Company at A$0.07 per share in the Company to raise A$952,000, by means of a private placement as announced to the ASX on 15 November 2010 and as set out in the attached Explanatory Notes, is hereby approved. (Ordinary Resolution)

Resolution 2

FOR AGAINST ABSTAIN

That for the purposes of ASX Listing Rules 7.1 and 7.3, approval is given for the Board of Directors of the Company to allot and issue up to 15,000,000 fully paid ordinary shares at an issue price that is at least equal to 80% of the average market price for the shares as traded on ASX calculated over the last 5 days on which sales in the shares are recorded before the day on which the issue is made and otherwise on the terms set out in the Explanatory Notes. (Ordinary Resolution)

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