Update on Merger with Polymetals - Notice of Meeting

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Schedule 2 – Terms & Conditions of SXG Options
Terms used and not defined in these terms and conditions have the same meanings as in the
facility agreement dated 22 March 2013 between the Company (as Borrower), RMB Australia
Holdings Limited (as Financier) and RMB Resources Limited (as Agent) (Facility Agreement).
The SXG Options are issued on the terms set out below:
1. No consideration is payable for the issue of the SXG Options.
2. The exercise price payable by the SXG Optionholder on the exercise of the SXG Options is
$0.047c per SXG Option (Exercise Price).
3. SXG Options that have not been exercised in accordance with these terms will lapse at
5.00pm on the day which is 2 years after the date on which those SXG Options have been
issued under the Facility Agreement, being 21 March 2015 (Expiry Date).
4. In relation to an SXG Option, the SXG Optionholder may, subject to paragraphs 5 to 8
(inclusive), exercise that SXG Option at any time before 5:00pm (Melbourne time) on the
Expiry Date (Exercise Period).
5. If the SXG Optionholder proposes to give the Borrower a notice of exercise, it must first
give the Borrower prior notice (Consultation Notice) and must consult with the Borrower
regarding the proposed notice of exercise in accordance with paragraphs 6 to 8 (inclusive)
before it can give the notice of exercise.
6. If at the time the Borrower receives the Consultation Notice there is excluded information
(as defined in section 708A(7) of the Corporations Act) in respect of the Borrower
(Excluded Information), the Borrower must, within 2 Business Days from receipt of the
Consultation Notice, advise the SXG Optionholder that there is Excluded Information and
the SXG Optionholder must, subject to paragraph 7, consult with the Borrower regarding
the proposed exercise of notice for a period of 15 Business Days.
7. If at the time the Borrower receives the Consultation Notice or at any time during the
consultation period referred to in paragraph 6 there is no Excluded Information, the
Borrower must, within 2 Business days from receipt of the Consultation Notice, advise the
SXG Optionholder accordingly and the SXG Optionholder may then give the proposed
notice of exercise on the next Business Day.
8. If after giving a Consultation Notice the SXG Optionholder does not give a notice of
exercise within 2 Business Days of the expiry of the periods referred to in paragraphs 6 or 7
(as applicable), the SXG Optionholder must again comply with paragraph 5 before giving a
notice of exercise.
9. Subject to paragraphs 5 to 8 (inclusive), the SXG Options are exercisable by lodging with
the Company during the Exercise Period:
(a)
(b)
(c)
a written notice of exercise of SXG Options specifying the number of SXG Options
being exercised (Exercise Notice);
a cheque, or other evidence satisfactory to the Company of payment of the Exercise
Price for the number of SXG Options being exercised; and
the certificate for those SXG Options, for cancellation by the Company,
provided that, unless the Borrower agrees otherwise, no more than 3 Exercise Notices may
be given in respect of all the options issued pursuant to clause 7 of the Facility Agreement.