XREF LIMITED — Proxy Solicitation & Information Statement 2013

Dec 17, 2013

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King Solomon Mines Limited 242 Marine Parade, Otaki 5512, New Zealand Office (within Australia): 1 800 061 569 (outside Australia): +64 6 364 8462 Fax: +64 6 364 8497 enquiries@kingsolomonmines.com www.kingsolomonmines.com

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is given that an Extraordinary General Meeting (“EGM”) of King Solomon Mines Limited (“the Company”) will be held on Friday 24 January 2014 at the Straterra office, Level 1, 93 The Terrace, Wellington, commencing at 11.00 am (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 14,150,000 fully paid ordinary shares in the capital of the Company at A$0.004 per share in the Company to raise A$56,600, by means of a private placement as announced to the ASX on 13 December 2013 and as set out in the attached Explanatory Notes, is hereby approved.”

Approval for Issue of Shares to Directors

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

“That Christopher David Castle as Non-Executive Chairman of the Company receive Director's Fees of A$19,687.50 for services for a period of nine months to 30 June 2014, payable in 4,921,875 shares in the Company as set out in the attached Explanatory Notes.”

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

“That Bodhi Svaha Holdings Limited which supplies the services of Stephen James McPhail as Managing Director of the Company receive Fees of A$19,600 as part payment for services for a period of seven months to 30 June 2014, payable in 4,900,000 shares in the Company as set out in the attached Explanatory Notes.”

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

“That Inner Mongolia Ao Meng Xin Economic and Trade Co., Ltd which supplies the services of Fu La as Executive Director of the Company receive Fees of A$19,600 as part payment for services for a period of seven months to 30 June 2014, payable in 4,900,000 shares in the Company as set out in the attached Explanatory Notes.”

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

“That approval be given for the issue by the Company of 2,500,000 fully paid ordinary shares in the capital of the Company at A$0.004 per share in the Company to raise A$10,000, by means of a private placement to Christopher David Castle who is Non-Executive Chairman of the Company”

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.

The Company will disregard any votes cast on Resolutions 2-5 by:

• any Directors of the Company; and

• an associate of any of those Directors.

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: 18 December 2013

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EXPLANATORY NOTES

The purpose of these Explanatory Notes (which forms part of the Notice of Extraordinary General Meeting dated 18 December 2013) 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 24 January 2014.

RATIFICATION OF PREVIOUS ISSUE OF SHARES UNDER PLACEMENT (RESOLUTION 1)

Resolution 1 proposes the approval of the issue and allotment of a placement of 14,150,000 fully paid ordinary shares in the capital of the Company which was announced by the Company on 13 December 2013 (“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 18 December 2014 (which would be 12 months after the Placement was made).

Information Required by ASX Listing Rule 7. 5

The following information in relation to the shares is provided to shareholders for the purposes of ASX Listing Rule 7.5:

• a) 14,150,000 ordinary shares in the capital of the Company were issued under the Placement;

• b)

• The shares were issued at $0.004 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; and

• e) The Company intends to use the funds raised from the issue to fund its acquisition of exploration projects, exploration work and for general working capital.

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APPROVAL OF PROPOSED ISSUE OF SHARES (RESOLUTIONS 2-4)

The intention of resolutions 2-4 is to preserve the cash of the Company by paying for some or all of services of Directors over the period to 30 June 2014 through the issues of shares for fees.

Resolution 2 is to consider the issue of shares to a Director as payment for Directors' Fees. The King Solomon Board has resolved that Non-executive Directors' Fees for the nine month period ending 30 June 2014 will be payable through the issue of King Solomon fully paid ordinary shares. Accordingly, subject to shareholder approval, Christopher David Castle, as Non-executive Chairman of the Company, will receive a fee of A$19,687.50, payable in shares in the Company at a share price of A$0.004. The maximum number to be issued will be 4,921,875 shares in the case of Mr Castle as calculated based on the A$0.004 placement price as announced on 13 December 2013 and the market price of King Solomon shares at the date of this notice being A$0.004 .

Resolution 3 is to consider the issue of shares to Bodhi Svaha Holdings Limited (“BSHL”) as payment for fees to supply the services of Stephen James McPhail as Managing Director of the Company. The King Solomon Board has resolved that 70% of the fees to BSHL for the seven month period ending 30 June 2014 will be payable through the issue of King Solomon fully paid ordinary shares. BSHL has agreed to provide the services of Stephen James McPhail as Managing Director of the Company for the seven months to 30 June 2014 for A$4,000 per month in fees. Accordingly, subject to shareholder approval, BSHL, a company associated with Stephen James McPhail, will receive a fee of $19,600, payable in shares in the Company at a share price of A$0.004. The maximum number to be issued will be 4,900,000 shares in the case of BSHL as calculated based on the A$0.004 placement price as announced on 13 December 2013 and the market price of King Solomon shares at the date of this notice being A$0.004 .

Resolution 4 is to consider the issue of shares to Inner Mongolia Ao Meng Xin Economic and Trade Co., Ltd (“AMX”) as payment for fees to supply the services of Fu La as Executive Director of the Company. The King Solomon Board has resolved that 70% of the fees to BSHL for the seven month period ending 30 June 2014 will be payable through the issue of King Solomon fully paid ordinary shares. AMX has agreed to provide the services of Fu La as Executive Director of the Company for the seven months to 30 June 2014 for A$4,000 per month in fees. Accordingly, subject to shareholder approval, AMX, a company associated with Fu La, will receive a fee of A$19,600, payable in shares in the Company at a share price of A$0.004. The maximum number to be issued will be 4,900,000 shares in the case of AMX as calculated based on the A$0.004 placement price as announced on 13 December 2013 and the market price of King Solomon shares at the date of this notice being A$0.004 .

The share price at the date of this notice is A$0.004, and this compares to a share price high of A$0.005 and a low of A$0.004 in the month leading up to this notice. The Directors' Fees cover the period from 1 October 2013 to 30 June 2014 and amount to A$19,687.50. Fees for services to BSHL and AMX cover the period 1 December 2013 to 30 June 2014 and each amount to A$19,600. A proportion of the shares, being those in respect of Fees for the March 2014 and June 2014 quarters will be held in escrow until the Directors' Fees are earned i.e. until the months of March 2014 and June 2014.

The Shares will be issued to Directors or their associated companies within one month of the meeting, i.e. prior to 24 February 2014 and no funds will be received from the issue of these shares in payment of fees.

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APPROVAL OF PROPOSED ISSUE OF SHARES (RESOLUTION 5)

Subject to shareholder approval, the Company issue 2,500,000 fully paid ordinary shares in the capital of the Company at A$0.004 per share in the Company to raise A$10,000, by means of a private placement to Christopher David Castle who is Non-Executive Chairman of the Company. The Share price at the date of this Notice is A$0.004, and this compares to a high of A$0.005 per share and a low of A$0.004 per share in the month leading up to this Notice. The shares will be issued to the Director within one month after the date of the EGM. The funds raised will assist the Company’s fund its acquisition of exploration projects, exploration work and for general working capital.

GENERAL

The shares mentioned in resolutions 1 to 5 all rank equally in all respects with the existing fully paid ordinary shares in the Company.

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 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, 242 Marine Parade, Otaki 5512, New Zealand, sent by mail to PO Box 15005, Otaki 5542, New Zealand or by facsimile to: +646 364 8497. 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 all resolutions.

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Proxy Form

King Solomon Mines Limited

242 Marine Parade, Otaki 5512, New Zealand Office (within Australia): 1 800 061 569 (outside Australia): +64 6 364 8462 Fax: +64 6 364 8497 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 Annual General Meeting of Shareholders of the Company to be held on Tuesday, the 24[th] day of January 2014 and at any adjournment thereof.

SIGNED this ___ day of ____ 2014

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The Chairman of the Meeting intends to vote undirected proxies in favour of all resolutions.

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

Resolution 1: That for the purposes of Listing Rules 7.1 and 7.4 of the Australian Securities 14,150,000 fully paid ordinary shares in the capital of the Company at A$0.004 per share in the Company to raise A$56,600, by means of a private placement as announced to the ASX on 13 December 2013 and as set out in the attached Explanatory Notes, is hereby approved. (Ordinary Resolution)

Resolution 2: That Christopher David Castle as Non-Executive Chairman of the Company receive Director's Fees of A$19,687.50 for services for a period of nine months to 30 June 2014, payable in 4,921,875 shares in the Company as set out in the attached Explanatory Notes. (Ordinary Resolution)

Resolution 3: That Bodhi Svaha Holdings Limited which supplies the services of Stephen James McPhail as Managing Director of the Company receive Fees of A$19,600 as part payment for services for a period of seven months to 30 June 2014, payable in 4,900,000 shares in the Company as set out in the attached Explanatory Notes. (Ordinary Resolution)

Resolution 4: That Inner Mongolia Ao Meng Xin Economic and Trade Co., Ltd which supplies the services of Fu La as Executive Director of the Company receive Fees of A$19,600 as part payment for services for a period of seven months to 30 June 2014, payable in 4,900,000 shares in the Company as set out in the attached Explanatory Notes. (Ordinary Resolution)

For Against Abstain For Against Abstain For Against Abstain For Against Abstain For Against Abstain

Resolution 5: That approval be given for the issue by the Company of 2,500,000 fully paid ordinary shares in the capital of the Company at A$0.004 per share in the Company to raise A$10,000, by means of a private placement to Christopher David Castle who is Non-Executive Chairman of the Company. (Ordinary Resolution)

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