Update on Merger with Polymetals - Notice of Meeting

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Meadowhead Meadowhead Indemnity The Merger The Merged Entity NAV Our Report Oz Peak Litigation PLY RBA Meadowhead Investments Pty Ltd A full indemnity granted by Meadowhead Investments in favour of Polymetals in relation to any costs that may arise out of the Peak Litigation The merger of SXG and PLY by way of a scheme of arrangement SXG and PLY following the Merger Net Asset Value This Independent Expert’s Report prepared by BDO Ounce The litigation brought by Peak Gold Mines Pty Ltd against PLY, in the Supreme Court of New South Wales. Polymetals Mining Limited The Reserve Bank of Australia RG111 Content of expert reports (March 2011) RG112 Independence of experts (March 2011) The Transaction The Scheme The proposal to issue SXG shares to the Sproule Interests upon implementation of the Scheme which will result in the Sproule Interests holding approximately 26% of the issued capital in the Merged Entity (SXG). A proposed scheme of arrangement pursuant to the Corporations Act between PLY and PLY shareholders , pursuant to which SXG will issue 11 SXG shares for every 1 PLY share on issue (if the Scheme is approved and implemented) to effect the Merger. Scheme Conditions Shareholders SIA Sproule Interests SXG USD the Valmin Code The conditions precedent the satisfaction or waiver of which must be achieved for implementation of the Scheme. Shareholders of SXG not associated with PLY Scheme Implementation Agreement PLY’s largest associated shareholders, Meadowhead Investments, Mr D Sproule and Mrs J Sproule Southern Cross Goldfields Limited US dollars Code for the Technical Assessment and valuation of Mineral Petroleum Assets and 80
Securities for Independent Expert Reports VWAP Valuation Engagement Volume Weighted Average Price An Engagement or Assignment to perform a Valuation and provide a Valuation Report where the Valuer is free to employ the Valuation Approaches, Valuation Methods, and Valuation Procedures that a reasonable and informed third party would perform taking into consideration all the specific facts and circumstances of the Engagement or Assignment available to the Valuer at that time. 81
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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
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eport to be used in our report. At
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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.
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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
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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
Page 150 and 151: 15. Sources of information This rep
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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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