Update on Merger with Polymetals - Notice of Meeting

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Existing SXG PLY Capital structure of the Merged Entity shareholders shareholders* Sproule Interest Total Current number of PLY shares on issue - 19,585,479 18,700,141 38,285,620 Adjustments per the SIA Loan funded shares to be bought back by PLY and cancelled - (914,407) - 0 Issue of shares upon the vesting of PLY performance rights - 2,375,000 - 2,375,000 Issue of shares in consideration for granting the PLY Indemnity - - 1,939,058 1,939,058 Total PLY shares on issue following the SIA adjustments - 21,046,072 20,639,199 41,685,271 % holding in PLY 0.00% 50.49% 49.51% 100.00% Ratio for new SXG shares to be issued 11:01 Number of new SXG shares to be issued - 231,506,792 227,031,189 458,537,981 Existing SXG shares on issue 408,912,834 - - - Shares in the Merged Entity 408,912,834 231,506,792 227,031,189 867,450,815 % holding in the Merged Entity 47.14% 26.69% 26.17% 100.00% Equity interest held by SXG shareholders 47.1% Equity interest held by existing PLY shareholders 52.9% Total 100.00% * Excludes the Sproule Interest 8
5. Profile of Southern Cross Goldfields Limited 5.1 History SXG was incorporated on 12 March 2007 and was listed on the ASX on 20 March 2008. The Company is involved in the exploration and production of gold projects in Western Australia. SXG also has interests in base metals and a nickel project through an agreement with Western Areas NL. The flagship project for SXG is the Marda Gold Project. During December 2012, SXG acquired the Sandstone Gold Project assets from Troy Resources Limited. In August 2012, SXG raised $5.2 million following a 2 for 5 renounceable rights issue at $0.045 per share. The current Board of Directors of SXG comprises: • Samantha Tough – Non-Executive Chairman • Glenn Jardine – Managing Director • Graham Brock – Non-Executive Director • John Rowe – Non-Executive Director 5.2 Projects Marda Gold Project The Marda Gold Project is located 450 km north-east of Perth in Western Australia and is 100% owned by SXG. SXG has tenement holdings covering more than 2,900km 2 and JORC compliant measured resources of 2.8Mt, indicated resources of 2.6Mt and inferred resources of 3.1Mt for approximately 720,000oz of gold. The SXG tenements comprise: • 26 mining leases. • 91 exploration licences. • 92 prospecting licences. • 1 general purpose leases. • 11 miscellaneous licences. • 2 retention leases. A feasibility study was completed on the project in 2012. Marda comprises two areas: Northern Deposits and Southern Deposits. The Northern Deposits include the Marda Central deposits, the Red Legs and Die Hardy Deposits, King Brown and Golden Orb. The Southern Deposits comprise Battler and British Hill. In August 2011, SXG entered into an option agreement with Barranco Resources NL (“Barranco”) to acquire the Red Legs and Die Hardy deposits. If SXG elects to exercise the option, it will pay $0.5 million in cash and issue 20 million SXG shares to Barranco. The option expires in August 2013 and SXG have advised us that they intend on exercising the option. 9
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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
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
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Page 66 and 67: - 37 - Glossary In this Explanatory
Page 68 and 69: - 39 - Peak Litigation The litigati
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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 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
Page 116 and 117: Southern Cross Goldfields Limited V
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
Page 124 and 125: Control Premium The concept of a pr
Page 126 and 127: We note that SXG’s EV/resource mu
Page 128 and 129: The Adjusted Mt Boppy Model was pre
Page 130 and 131: 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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