XREF LIMITED — Share Issue/Capital Change 2011

May 8, 2011

==> picture [101 x 57] intentionally omitted <==

King Solomon Mines Limited

9 May 2011

Expiry of Contractual Rights and issue of Options

The Company advises that unlisted contractual rights to acquire 6,279,999 new shares at 30c per share had lapsed on 4 May 2011. These had been granted over 2006-2007.

Of these, rights to acquire 269,286 new shares had been granted to an employee, rights to acquire 4,660,713 new shares had been granted to executive directors and rights to acquire 1,350,000 new shares had been granted to non-executive Directors.

On 9 May 2011, the company granted 500,000 options under its employee share option plan to acquire shares at an exercise price of 12c with an expiry date of 25 March 2016 to its Exploration Manager.

Stephen McPhail Managing Director

Phone +64 21 897 667 stephen@kingsolomonmines.com

www.kingsolomonmines.com.au

King Solomon Mines Limited

ARBN 122 404 666

Appendix 3B New issue announcement

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, 24/10/2005.

Name of entity

King Solomon Mines Limited

ABN

34 122 404 666

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)	Options under Employee Share Option Plan
	500,000
	The options are to subscribe for ordinary shares at an exercise price of 12 cents, and are exercisable at any time from vesting date until expiry on 25 March 2016.

• See chapter 19 for defined terms.

Appendix 3B Page 1

24/10/2005

Appendix 3B New issue announcement

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 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable)	There are no quoted options. Options granted under the King Solomon Employee Share Option Plan will have no participation in dividends until exercised.	There are no quoted options. Options granted under the King Solomon Employee Share Option Plan will have no participation in dividends until exercised.
	The options are granted without charge and the option exerciseprice is 12 cents.
	Grant of options under the King Solomon Employee Share Option Plan to A Latorre 500,000 (Exploration manager).
	9 May 2011
	Number	+Class
	166,287,552	Fully Paid Ordinary Shares

• See chapter 19 for defined terms.

Appendix 3B Page 2

24/10/2005

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable)	Number	+Class
	3,100,000 + 500,000	29 July 2014 Options – exercise price 10 cents 25 March 2016 Options – exercise price 12 cents

• 10 Dividend policy (in the case of a Full participation in any future dividends trust, distribution policy) on the increased capital (interests)

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

34 Type of securities ( tick one )

• (a) Securities described in Part 1

• (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

Questions 35 to 42

Not applicable

• See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

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.

• 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: 9 May 2011

(Director)

Print name: Stephen McPhail

== == == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003