Update on Merger with Polymetals - Notice of Meeting

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- 39 - Peak Litigation The litigation brought by Peak Gold Mines Pty Ltd ACN 001 533 777 against Polymetals in the Supreme Court of New South Wales. Placement Placement Share The placement of 1,323,769 SXG Shares at an issue price of A$0.045, as set out in the Explanatory Memorandum. An SXG Share issued pursuant to the Placement. Polymetals Polymetals Mining Limited ACN 075 664 961. Polymetals Share Polymetals Shareholder Proxy Form Record Date Register Related Body Corporate Resolution RMB Scheme Scheme Booklet Scheme Conditions Scheme Consideration Scheme Implementation Agreement Scheme Implementation Date Scheme Share Scheme Shareholder A fully paid ordinary share in the capital of Polymetals. A holder of Polymetals Shares. The proxy form accompanying the Notice of Meeting. 5:00pm on the fifth Business Day (or such other Business Day as the parties agree in writing) following the day of the coming into effect, under section 411(10) of the Corporations Act, of the orders of the Court made under section 411(4)(b) of the Corporations Act in relation to the Scheme. Polymetals’ register of Polymetals Shareholders, kept in accordance with the Corporations Act. Has the same meaning as given to that term in the Corporations Act. A resolution set out in the Notice. RMB Australia Holdings Limited. The proposed scheme of arrangement pursuant to Part 5.1 of the Corporations Act between Polymetals and Polymetals Shareholders. The document sent to Polymetals Shareholders providing details of the Scheme. The conditions precedent the satisfaction or waiver of which must be achieved for implementation of the Scheme to occur. In respect of each Scheme Share held by a Scheme Shareholder as at the Record Date, 11 New SXG Shares. The scheme implementation agreement between the Company and Polymetals dated 7 April 2013. The date on which all Polymetals Shares held by Scheme Shareholders will be transferred to the Company. A Polymetals Share held by a Scheme Shareholder as at the Record Date. A holder of Polymetals Shares recorded in the Register as at the Record Date.
- 40 - Sproule Interests (a) Meadowhead Investments – 12,143,564 Polymetals Shares; (b) Jane Christine Sproule – 8,390,635 Polymetals Shares; (c) David & Jane Sproule – 60,000 Polymetals Shares; and (d) Elizabeth Sproule - 45,000 Polymetals Shares. Superior Proposal A bona fide proposal or offer (which relates to the proposed acquisition of 100% of SXG Shares) which a majority of the Board (except any Director who is required to abstain due to a conflict of interest or duty), acting reasonably and in good faith and supported by advice from SXG’s legal and corporate advisers, determine is: (a) reasonably capable of being valued, taking into account all aspects of the proposal and the person making it; (b) reasonably capable of being completed in a timely manner taking into account all aspects of the proposal; and (c) is more favourable to SXG Shareholders than the Merger, taking into account all of the terms and conditions of the proposal. SXG Option SXG Share SXG Shareholder An option to acquire an SXG Share. A fully paid ordinary share in the capital of the Company. A holder of SXG Shares. Technical Specialist AMC Consultants Pty Ltd ACN 008 129 164. Technical Specialist’s Report WST The valuation report at Annexure B to this Notice of Meeting prepared by the Technical Specialist. Western Standard Time, being the time in Perth, Western Australia.
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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
Page 17 and 18: Marda Project • Rare greenfields
Page 19 and 20: Northern Gold Corridor Targets - Dr
Page 21 and 22: WA Gold Assets - Turner River • P
Page 23 and 24: Mt Boppy - A Near-Term Production O
Page 25 and 26: ASX Code: Investor Presentation J
Page 27 and 28: Pro Forma Gold Reserve Statement Pr
Page 30 and 31: ABN 71 124 374 321 U16,162 Colin St
Page 32 and 33: - 3 - Notice of General Meeting Not
Page 34 and 35: - 5 - Proxy appointment, voting and
Page 36 and 37: - 7 - 1.2 Rationale for the Merger
Page 38 and 39: - 9 - 1.5 Implementation of the Mer
Page 40 and 41: - 11 - in terms of assets and marke
Page 42 and 43: - 13 - (a) You may not agree with t
Page 44 and 45: - 15 - (b) the Technical Specialist
Page 46 and 47: - 17 - (a) Identity of the person r
Page 48 and 49: - 19 - (i) Other matters The Direct
Page 50 and 51: - 21 - The purpose of Resolution 2
Page 52 and 53: - 23 - Schedule 1 - Information abo
Page 54 and 55: - 25 - Woodside Energy Ltd and Dire
Page 56 and 57: - 27 - Stephen Jones (Chief Financi
Page 58 and 59: - 29 - In accordance with ASIC Clas
Page 60 and 61: - 31 - million SXG Options which ha
Page 62 and 63: - 33 - Schedule 2 - Terms & Conditi
Page 64 and 65: - 35 - the Company out of profits o
Page 66 and 67: - 37 - Glossary In this Explanatory
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
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We calculated the corporate costs o
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SXG share price and trading volume
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On 28 February 2013 SXG announced t
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Control Premium The concept of a pr
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We note that SXG’s EV/resource mu
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The Adjusted Mt Boppy Model was pre
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2013 2014 2015 2016 2017 2018 Gold
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AMC and management of PLY advise th
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Mt Boppy Case 2 Mt Boppy Project Ca
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Mt Boppy Case 2 Sensitivity analysi
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Polymetals Mining Limited Value of
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projects. PLY has discounted the to
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The Merged Entity - SXG Low Preferr
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Note f: Minority discount Following
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12. Is the Transaction fair In asse
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As set out in section 12, the Trans
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15. Sources of information This rep
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esponsible for conducting appropria
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Meadowhead Meadowhead Indemnity The
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APPENDIX 2 - VALUATION METHODOLOGIE
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APPENDIX 3 - DISCOUNT RATES SXG We
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Having regard to the above we consi
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Merged Entity Determining the corre
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associated (relative to the compara
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APPENDIX 4 - TECHNICAL SPECIALIST V
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AMC Consultants Pty Ltd ABN 58 008
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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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