Update on Merger with Polymetals - Notice of Meeting

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SXG share price and trading volume history Share Price ($) 0.08 0.06 0.04 0.02 0.00 5.0 4.0 3.0 2.0 1.0 - Volume (millions) Volume Closing share price Source: Bloomberg The daily closing price of SXG shares for the year to 5 April 2013 has ranged from a low of $0.026 on 5 April 2013 to a high of $0.069 on 23 August 2012. The largest movements in the SXG share price occurred between 14 August 2012 and 30 August 2012. On 14 August 2012 SXG closed at $0.051 and by 16 August 2012 the share price had reached $0.069. During this period SXG had announced its acquisition of the Sandstone Gold Project from Troy Resources Limited. Subsequently the share price declined from a high of $0.069 to a low of $0.046 on 30 August 2012 following the announcement of the rights issue on 24 August 2012. SXG experienced a spike in trading volume on 22 November 2012 with 4.15 million shares traded on this day. No announcements were made to the market to support this increase in trading volume, however SXG announced an update on the status of its projects on 23 November 2012. 46
Over the year to 5 April 2013 a number of announcements were made to the market. The key announcements are set out below: Date Announcement Closing Share Price Following Announcement Closing Share Price Three Days After Announcement $ (movement) $ (movement) 4/04/2013 Trading Halt 0.026 (16%) 0.026 (-) 27/03/2013 SXG Completes Acquisition of Sandstone Gold Project 0.033 (3%) 0.032 (3%) 28/02/2013 Another Significant New Gold Target Identified at M arda 0.037 (9%) 0.035 (5%) 18/02/2013 New Gold Target Identified North of M arda 0.038 (-) 0.036 (5%) 31/01/2013 Quarterly Activities and Cashflow Report 0.039 (-) 0.039 (-) 10/12/2012 SXG Signs Formal Agreement for Sandstone, Receives Finance 0.043 (2%) 0.040 (7%) 23/11/2012 <strong>Update</strong> on WA Gold Projects 0.043 (7%) 0.043 (-) 31/10/2012 Quarterly Activities and Cashflow Report 0.045 (2%) 0.046 (2%) 24/10/2012 RM B M andated to Finance Sandstone Project Acquisition 0.048 (4%) 0.048 (-) 22/10/2012 Sandstone acquisition and debt funding update 0.046 (5%) 0.049 (7%) 26/09/2012 SXG to progress gold production plans following Rights issue 0.05 (6%) 0.050 (-) 19/09/2012 New Gold Corridor Highlights Growth Potential at M arda 0.048 (2%) 0.053 (10%) 17/09/2012 SXG appoints PCF as debt advisors for WA Gold Projects 0.047 (2%) 0.049 (4%) 24/08/2012 Prospectus 0.064 (7%) 0.054 (16%) 24/08/2012 SXG Rights Issue to Underpin Transition To Gold Production 0.064 (7%) 0.054 (16%) 24/08/2012 Reinstatement to Official Quotation 0.064 (7%) 0.054 (16%) 22/08/2012 Suspension from Official Quotation 0.069 (-) 0.054 (22%) 20/08/2012 Trading Halt 0.069 (-) 0.069 (-) 17/08/2012 M arda Enhancements Provide Compelling Investment Case 0.069 (6%) 0.069 (-) 14/08/2012 SXG to Double Resources and Halve M arda Project Capital Cost 0.051 (4%) 0.069 (35%) 9/08/2012 New Drill Targets Identified At Copper Bore VMS Project 0.05 (9%) 0.049 (2%) 2/08/2012 M arda Gold Project <strong>Update</strong> 0.045 (13%) 0.045 (-) 25/07/2012 Quarterly Activities and Cashflow Report 0.035 (-) 0.040 (14%) 10/07/2012 COPPER BORE VM S copper gold project exploration update 0.038 (-) 0.038 (-) 28/06/2012 New massive sulphide intersection enhances copper bore 0.036 (3%) 0.037 (3%) 21/06/2012 New discoveries upgrade regional gold potential at Marda 0.04 (5%) 0.040 (-) 10/05/2012 SXG set to open up new WA gold province with M arda gold 0.044 (4%) 0.047 (7%) 30/04/2012 Quarterly Activities and Cashflow Report 0.052 (-) 0.050 (4%) 26/04/2012 SXG extends base metal mineralization at Copper Bore 0.058 (4%) 0.052 (10%) On 27 March 2013 SXG announced the completion of its acquisition of the Sandstone Gold Project. The acquisition more than doubled SXG’s gold resource inventory and provided SXG with the plant, camp and infrastructure required to fast track its transition to gold production. The share price of SXG increased 3% following this announcement. 47
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ASX ANNOUNCEMENT / MEDIA RELEASE Fr
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ABN 71 124 374 321 U16,162 Colin St
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3. Access to the cash reserves of P
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Disclaimer and Important Notice •
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SXG - Well Placed • • •
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SXG and PLY - Key Merger Metrics
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Indicative Merger Timetable •
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A Diversified Portfolio of Australi
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Marda Project • Rare greenfields
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Northern Gold Corridor Targets - Dr
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WA Gold Assets - Turner River • P
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Mt Boppy - A Near-Term Production O
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ASX Code: Investor Presentation J
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Pro Forma Gold Reserve Statement Pr
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ABN 71 124 374 321 U16,162 Colin St
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- 3 - Notice of General Meeting Not
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- 5 - Proxy appointment, voting and
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- 7 - 1.2 Rationale for the Merger
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- 9 - 1.5 Implementation of the Mer
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- 11 - in terms of assets and marke
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- 13 - (a) You may not agree with t
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- 15 - (b) the Technical Specialist
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- 17 - (a) Identity of the person r
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- 19 - (i) Other matters The Direct
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- 21 - The purpose of Resolution 2
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- 23 - Schedule 1 - Information abo
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- 25 - Woodside Energy Ltd and Dire
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- 27 - Stephen Jones (Chief Financi
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- 29 - In accordance with ASIC Clas
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- 31 - million SXG Options which ha
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- 33 - Schedule 2 - Terms & Conditi
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- 35 - the Company out of profits o
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- 37 - Glossary In this Explanatory
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- 39 - Peak Litigation The litigati
Page 70 and 71: - 41 - Annexure A Refer enclosed In
Page 72 and 73: Financial Services Guide 21 June 20
Page 74 and 75: TABLE OF CONTENTS 1. Introduction 1
Page 76 and 77: 2. Summary and Opinion 2.1 Purpose
Page 78 and 79: The respective advantages and disad
Page 80 and 81: elieves that there are sufficient r
Page 82 and 83: Existing SXG PLY Capital structure
Page 84 and 85: Sandstone Exploration Potential In
Page 86 and 87: 5.3 Historical Balance Sheet Southe
Page 88 and 89: in tenement acquisition costs also
Page 90 and 91: The current SXG unlisted options on
Page 92 and 93: Drew Hill - White Dam Gold Project
Page 94 and 95: 6.4 Historical Statement of Compreh
Page 96 and 97: At 31 March 2013, PLY have recorded
Page 98 and 99: Gold Demand/Supply Mined Metric ton
Page 100 and 101: • On 9 August 2012, Regis Resourc
Page 102 and 103: eport to be used in our report. At
Page 104 and 105: eport to be used in our report. At
Page 106 and 107: Funding assumptions SXG has receive
Page 108 and 109: AMC modelled two cases for the Mard
Page 110 and 111: Marda Project Case 2 Units 31-Dec-1
Page 112 and 113: uildings and water supply. The $38.
Page 114 and 115: Considering the valuation outcomes
Page 116 and 117: Southern Cross Goldfields Limited V
Page 118 and 119: We calculated the corporate costs o
Page 122 and 123: On 28 February 2013 SXG announced t
Page 124 and 125: Control Premium The concept of a pr
Page 126 and 127: We note that SXG’s EV/resource mu
Page 128 and 129: The Adjusted Mt Boppy Model was pre
Page 130 and 131: 2013 2014 2015 2016 2017 2018 Gold
Page 132 and 133: AMC and management of PLY advise th
Page 134 and 135: Mt Boppy Case 2 Mt Boppy Project Ca
Page 136 and 137: Mt Boppy Case 2 Sensitivity analysi
Page 138 and 139: Polymetals Mining Limited Value of
Page 140 and 141: projects. PLY has discounted the to
Page 142 and 143: The Merged Entity - SXG Low Preferr
Page 144 and 145: Note f: Minority discount Following
Page 146 and 147: 12. Is the Transaction fair In asse
Page 148 and 149: As set out in section 12, the Trans
Page 150 and 151: 15. Sources of information This rep
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Page 154 and 155: Meadowhead Meadowhead Indemnity The
Page 156 and 157: APPENDIX 2 - VALUATION METHODOLOGIE
Page 158 and 159: APPENDIX 3 - DISCOUNT RATES SXG We
Page 160 and 161: Having regard to the above we consi
Page 162 and 163: Merged Entity Determining the corre
Page 164 and 165: associated (relative to the compara
Page 166 and 167: APPENDIX 4 - TECHNICAL SPECIALIST V
Page 168 and 169: AMC Consultants Pty Ltd ABN 58 008
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BDO CORPORATE FINANCE (WA) PTY LTD
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