Update on Merger with Polymetals - Notice of Meeting

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a selective capital reduction of the Loan Funded Shares, being PLY shares issued under
PLY’s long term incentive schemes; and
the issue of the Indemnity Consideration, being 1,939,058 PLY shares and $300,000 cash to
Meadowhead Investments Pty Ltd (“Meadowhead”) as consideration for the provision of
the Meadowhead Indemnity. Where Meadowhead Indemnity is defined as: a full indemnity
granted by Meadowhead in favour of PLY in relation to any costs that may arise out of the
Peak Litigation. Peak Litigation: the litigation brought by Peak Gold Mines Pty Ltd against
PLY, in the Supreme Court of New South Wales;
• the satisfaction or waiver of a number of conditions precedent comprising the Scheme Conditions.
See the attached Notice of Meeting and the Scheme Implementation Agreement released to the ASX on 8
April 2013 for the full conditions.
Capital Structure
The Scheme will result in existing PLY shareholders acquiring 458,537,981 SXG shares, representing
approximately 53% of the proposed Merged Entity.
The following table shows the capital structure of the Merged Entity with the Sproule Interests holding
approximately 26% of SXG.
Existing SXG shareholders will hold approximately 47% of the issued capital in the Merged Entity.
Following the Scheme becoming effective but prior to the issue of SXG shares, PLY will:
- cancel or buy-back 914,407 PLY shares currently on issue under the PLY Loan Fund Share Scheme;
- issue 2,375,000 shares upon the vesting of performance rights under the PLY Performance Rights
Plan as a result of the Scheme; and
- issue 1,939,058 shares to Meadowhead Investments Pty Ltd (“Meadowhead”) in consideration for
Meadowhead granting the Polymetals Indemnity.
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