Update on Merger with Polymetals - Notice of Meeting

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Notice of General Meeting
Notice is hereby given that a General Meeting of Southern Cross Goldfields Ltd ACN
124 374 321 (SXG or Company) will be held at the Celtic Club, 48 Ord Street, West Perth
WA at 10.00am WST on Tuesday, 30 July 2013.
The Explanatory Memorandum, which accompanies and forms part of this Notice, and the
accompanying Annexures describe the various matters to be considered.
Terms used in this Notice will, unless the context otherwise requires, have the same
meaning given to them in the Glossary set out in the Explanatory Memorandum.
Business
Resolution 1 – Approval, as a result of the Merger with Polymetals, of the issue
of New SXG Shares to the Sproule Interests
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That for the purposes of item 7 of section 611 of the Corporations Act and for all other
purposes, approval, as a result of the Merger with Polymetals, is given for the issue of
227,031,189 New SXG Shares to the Sproule Interests, pursuant to which the Sproule
Interests will obtain a relevant interest in SXG Shares in the Company in excess of the
threshold set out in section 606(1) of the Corporations Act.”
Independent Expert’s Report: SXG Shareholders should carefully consider the Independent Expert’s Report
prepared by BDO Corporate Finance for the purposes of the SXG Shareholder approval required for this
Resolution 1 in accordance with item 7 of section 611 of the Corporations Act and which comments on the
fairness and reasonableness of the proposed issue of New SXG Shares by the Sproule Interests. The
Independent Expert concludes that the proposal the subject of Resolution 1 is fair and reasonable to
Non-associated Shareholders.
Voting exclusion: In accordance with item 7 of section 611 of the Corporations Act, the Company will disregard
any votes cast on Resolution 1 by the Sproule Interests and their Associates. However, the Company need not
disregard a vote if it is cast by a person as a 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 chairing the General Meeting as proxy for a person who is
entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.
Resolution 2 – Ratification of issue of Placement Shares
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, SXG Shareholders
approve and ratify the previous issue of 1,323,769 Placement Shares at an issue price of
$0.045 per Placement Share by the Company in October 2012, on the terms and conditions
referred to in the Explanatory Memorandum.
Voting exclusion: In accordance with Listing Rule 14.11, the Company will disregard any votes cast on
Resolution 2 by those persons who were issued SXG Shares and any Associates of those persons. However, the
Company need not disregard a vote if it is cast by a person as a 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 chairing the Meeting as proxy for a
person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.