Update on Merger with Polymetals - Notice of Meeting

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esponsible for conducting appropriate due diligence in relation to PLY. BDO Corporate Finance (WA) Pty Ltd provides no warranty as to the adequacy, effectiveness or completeness of the due diligence process. The opinion of BDO Corporate Finance (WA) Pty Ltd is based on the market, economic and other conditions prevailing at the date of this Report. Such conditions can change significantly over short periods of time. With respect to taxation implications it is recommended that individual Shareholders obtain their own taxation advice, in respect of the Transaction, tailored to their own particular circumstances. Furthermore, the advice provided in this Report does not constitute legal or taxation advice to the Shareholders of SXG, or any other party. BDO Corporate Finance (WA) Pty Ltd has also considered and relied upon technical specialist valuations for mineral assets held by SXG and PLY. The valuer engaged for the mineral asset valuation, AMC, possesses the appropriate qualifications and experience in the industry to make such assessments. The approaches adopted and assumptions made, in arriving at their valuations are considered appropriate for this report. We have received consent from the valuer for the use of their valuation report in the preparation of this report and to append a copy of their report to this Report. The statements and opinions included in this report are given in good faith and in the belief that they are not false, misleading or incomplete. The terms of this engagement are such that BDO Corporate Finance (WA) Pty Ltd has no obligation to update this report for events occurring subsequent to the date of this Report. Yours faithfully BDO CORPORATE FINANCE (WA) PTY LTD Sherif Andrawes Director Adam Myers Director 78
APPENDIX 1 – GLOSSARY OF TERMS Reference The Act The Adjusted Marda Model The Adjusted Mt Boppy Model AMC Definition The Corporations Act The life of mine DCF Marda Project model prepared by SXG and adjusted by AMC and BDO The life of mine DCF Mt Boppy Project model prepared by PLY and adjusted by AMC and BDO AMC Consultants Pty Ltd APES 225 Accounting Professional & Ethical Standards Board professional standard APES 225 ‘Valuation Services’ ASIC ASX Au AUD or A$ Barranco BDO The Company DCF EBIT EBITDA FME Indemnity Consideration JORC Code Loan Funded Shares The Marda Model Australian Securities and Investments Commission Australian Securities Exchange Gold Australian dollars Barranco Resources NL BDO Corporate Finance (WA) Pty Ltd Southern Cross Goldfields Limited Discounted Future Cash Flows Earnings before interest and tax Earnings before interest, tax, depreciation and amortisation Future Maintainable Earnings 1,939,058 Polymetals Shares and $300,000 to Meadowhead Investments as consideration for the provision of the Meadowhead Indemnity The Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves Polymetals Shares issued under Polymetals’ long term incentive scheme The life of mine DCF Marda Project model prepared by SXG 79
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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
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- 41 - Annexure A Refer enclosed In
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Financial Services Guide 21 June 20
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TABLE OF CONTENTS 1. Introduction 1
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2. Summary and Opinion 2.1 Purpose
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The respective advantages and disad
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elieves that there are sufficient r
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Existing SXG PLY Capital structure
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Sandstone Exploration Potential In
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5.3 Historical Balance Sheet Southe
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in tenement acquisition costs also
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The current SXG unlisted options on
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Drew Hill - White Dam Gold Project
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6.4 Historical Statement of Compreh
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At 31 March 2013, PLY have recorded
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Gold Demand/Supply Mined Metric ton
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• 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
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Page 118 and 119: We calculated the corporate costs o
Page 120 and 121: SXG share price and trading volume
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
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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
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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
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Page 166 and 167: APPENDIX 4 - TECHNICAL SPECIALIST V
Page 168 and 169: AMC Consultants Pty Ltd ABN 58 008
Page 170 and 171: BDO CORPORATE FINANCE (WA) PTY LTD
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BDO CORPORATE FINANCE (WA) PTY LTD
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Update on Merger with Polymetals - Notice of Meeting

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