LIVIUM LTD — AGM Information 2010

Oct 19, 2010

NOTICE OF ANNUAL GENERAL MEETING

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EXPLANATORY STATEMENT

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PROXY FORM

DATE AND TIME OF MEETING:

29 NOVEMBER 2010 at 10.00am

VENUE:

Level 2, 38 Richardson Street WEST PERTH WA 6005

These documents should be read in their entirety. If shareholders are in any doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor.

PM57739

NOTICE OF MEETING

Notice is hereby given that the Annual General Meeting of the members of Midwinter Resources NL ( “Midwinter” or the “Company” ) will be held at Level 2, 38 Richardson Street, West Perth, Western Australia 6005, at 10.00am, 29 November 2010.

The Explanatory Statement that accompanies and forms part of this Notice of Meeting describes in more detail the matters to be considered.

AGENDA

ORDINARY BUSINESS

To receive and consider the financial report of the Company for the period ended 30 June 2010 and the reports by directors and auditors thereon.

To consider and, if thought fit, to pass, with or without modification, the following resolutions:-

1. Ordinary Resolution: Adoption of Remuneration Report (Non-binding)

To consider and, if thought fit, to pass, with or without modification, the following advisory only resolution:

“That for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, the Company adopts the Remuneration Report.”

Short Explanation: The Corporations Act provides that a resolution that the remuneration report be adopted must be put to vote at a listed company’s annual general meeting. The vote on Resolution 2 is advisory only and does not bind the Directors or the Company.

2. Ordinary Resolution: To re-elect Philip Miolin as a Director

To consider and, if thought fit, to pass, with or without modification, the following ordinary Resolution:

“That, Mr Philip Miolin, being a Director, retires in accordance with the Constitution and, being eligible, is hereby re-elected as a Director”.

3. Ordinary Resolution: “To elect Mr Bryan Dixon as a Director”

To consider and, if thought fit, to pass, with or without modification, the following ordinary Resolution:

“That, Mr Bryan Dixon, being a Director, retires in accordance with the Constitution and, being eligible for election, is hereby elected as a Director.”

4. Ordinary Resolution: “To elect Mr Martin Pyle as a Director”

To consider and, if thought fit, to pass, with or without modification, the following ordinary Resolution:

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“That, Mr Martin Pyle, being a Director, retires in accordance with the Constitution and, being eligible for election, is hereby elected as a Director.”

PROXIES

1. A member entitled to attend and vote at a meeting of the Company is entitled to appoint not more than two proxies to attend and vote instead of the member. If two proxies are appointed, and a member does not specify the proportion or number of the member's votes each proxy may exercise, each proxy may exercise half the votes. A proxy need not be a member of the Company.

2. In order to vote on behalf of a company that is a shareholder of Midwinter, a valid Power of Attorney in the name of the attendee, must be either lodged with the Company prior to the Meeting, or be presented at the Meeting before registering on the attendance register for the Meeting.

3. Forms to appoint proxies, and the Power of Attorney (if any) under which they are signed, must be lodged at the registered office of the Company, at Level 2, 38 Richardson Street, West Perth Western Australia 6005, or by facsimile (61 8) 9322 6398 not less than 48 hours before the time of the Meeting or resumption of an adjourned meeting at which the person named in the instrument proposes to vote.

4. An instrument appointing a proxy:

5. a) shall be in writing under the hand of the appointor or of his attorney, or if the appointor is a corporation, either under seal or under the hand of a duly authorised officer or attorney;

6. b) may specify the manner in which the proxy is to vote in respect of a particular resolution and, where an instrument of proxy so provides, the proxy is not entitled to vote on the resolution except as specified in the instrument;

7. c) shall be deemed to confer authority to demand or join in demanding a poll;

8. d) shall be in such form as the Directors determine and which complies with Section 250A of the Corporations Act 2001;

9. e) proxies appointing the Chairman which do not specify the way in which the proxy is to vote on a particular resolution will be recorded as voting in favour of the resolutions.

ATTENDANCE AND VOTING ELIGIBILITY

For the purpose of regulation 7.11.37 of the Corporations Regulations 2001, the Directors have determined that Shares held at 5.00pm WST on Friday, 26 November 2010 will be taken, for the purposes of this Annual General Meeting, to be held by the persons who held them at that time.

BY ORDER OF THE BOARD

Piers Lewis Company Secretary Dated: 20 October 2010

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Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

INTRODUCTION

This Explanatory Memorandum has been prepared for the information of Shareholders of Midwinter Resources NL (“Midwinter” or the “Company”) in connection with Resolutions 1 to 4 of the Annual General Meeting of members to be held at Level 2, 38 Richardson Street, West Perth, Western Australia 6005, at 10.00am, 29 November 2010.

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Meeting and forms part of the Notice of Meeting. Please refer to Section 6 of this Explanatory Memorandum for a glossary of terms.

1. ACCOUNTS AND REPORTS

As required under Section 317 of the Corporations Act, the annual financial report (which includes the financial statements and directors' declarations) for the year ended 30 June 2010 will be laid before the annual general meeting of the Company.

Shareholders will be given the opportunity to ask questions and make comments about the reports or the Company generally, but there will be no formal resolution submitted to the meeting.

2.

RESOLUTION 1 – ADOPT REMUNERATION REPORT

In accordance with Section 250R(2) of the Corporations Act, the Company must put a resolution that the Remuneration Report be adopted to vote at the Annual General Meeting. The vote on Resolution 1 is advisory only and does not bind the Directors or the Company.

The Remuneration Report includes all of the information required by Section 300A of the Corporations Act, including:

• board policy for determining, or in relation to, the nature and amount (or value, as appropriate) of remuneration of directors, secretaries and senior managers of the Company;

• discussion of the relationship between such policy and the Company’s performance; and

• the prescribed details in relation to the remuneration of each Director and certain executives.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

3. RESOLUTION 2: “TO RE-ELECT MR PHILIP MIOLIN AS A DIRECTOR”

Resolution 2 seeks approval for the election of Mr Miolin, who retires in accordance with the Company's Constitution and, being eligible, offers himself for re-election as a Director of the Company, with effect from the end of the meeting.

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Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

Mr Miolin has a Bachelor of Arts and is presently actively involved in the Arts. He has a Graduate Diploma in Education and is a sessional lecturer at Curtin University. He has a long history of involvement in the resources sector and is a long term investor in Australian mining stocks.

He has a strong network of mining industry contacts that will further assist in the Company’s growth.

4. RESOLUTION 3 – “TO ELECT MR DIXON AS A DIRECTOR”

Resolution 3 seeks approval for the election of Mr Bryan Dixon, who retires in accordance with Clause 69.2 of the Company's Constitution and, being eligible, offers himself for election as a Director of the Company, with effect from the end of the meeting.

Mr Dixon has substantial experience in the mining sector and in the management of public and listed companies. Previously, Mr Dixon has been employed by KPMG, Resolute Samantha Limited, Société Générale and Archipelago Resources Plc. Mr Dixon is Managing Director of ASX listed Blackham Resources Ltd and also holds a non executive directorship with Hodges Resources Limited. Mr Dixon is a Chartered Accountant and brings additional project development, project acquisition, financing and corporate skills to the Company.

5. RESOLUTION 4 – “TO ELECT MR PYLE AS A DIRECTOR”

Resolution 4 seeks approval for the election of Mr Martin Pyle, who retires in accordance with Clause 69.2 of the Company's Constitution and, being eligible, offers himself for election as a Director of the Company, with effect from the end of the meeting.

Mr Pyle has a broad range of experience gained over 23 years in the resources industry in Australia. His roles have included positions as Corporate Finance Executive with prominent East and West Coast broking firms. During this time he was responsible for the generation and execution of resources related equity raisings, mergers & acquisitions, corporate advisory and research. Most recently he has provided corporate advisory services to a number of junior resource companies and is Chairman of Syndicated Metals Limited; Managing Director of Aurora Minerals Limited; Executive Director of Desert Energy Limited and non-executive director of Eleckra Mines Limited.

Mr Pyle has a Bachelor of Science degree with First Class Honours in Geology and a Masters of Business Administration.

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Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders should read this Explanatory Statement carefully before deciding how to vote on each Resolution.

Attached to the Notice of Meeting is a proxy form for use by Shareholders. Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, to complete, sign and return the proxy form to the Company in accordance with the instructions contained in the proxy form and the Notice of Meeting. Lodgement of a proxy form will not preclude a shareholder from attending and voting at the Meeting in person.

Enquiries

All enquiries in relation to the contents of the Notice of Meeting or Explanatory Statement should be directed to the Company Secretary, Mr Piers Lewis (telephone: +618 9322 6451).

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Midwinter Resources NL ABN 29 126 129 413

6. GLOSSARY OF TERMS

In this Explanatory Statement:

“ACN”

“ASX”

“ASX Listing Rules” or “Listing Rules”

“Corporations Act”

“Director”

“Midwinter” or “Company”

“Meeting”

“Notice of Meeting”

“Resolutions”

“Share”

“Shareholder”

Australian Company Number

ASX Limited (ACN 008 624 691) trading as the Australian Securities Exchange.

The Official Listing Rules of ASX as amended from time to time.

The Corporations Act 2001 (Commonwealth).

A director of Midwinter Resources NL.

Midwinter Resources NL (ABN 29 126 129 413).

The Meeting of the Company to be held on 29 November 2010.

The notice convening the Meeting, which accompanies this Explanatory Statement.

Resolutions in the Notice of Meeting.

A fully paid ordinary share in the capital of the Company.

The registered holder of a Share in the Company.

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Midwinter Resources NL ABN 29 126 129 413

PROXY FORM

The Secretary Midwinter Resources NL Level 2, 38 Richardson Street West Perth WA 6005

being a member/members of Midwinter Resources NL (the “Company”) hereby appoint

print proxy’s name in full

of

print proxy’s address

and (if you wish to appoint two proxies

print second proxy’s name in full

of

print second proxy’s address

or, in the proxy’s/proxies’ absence or if no other appointee is mentioned, the Chairman of the meeting as my/our proxy/proxies to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at Level 2, 38 Richardson Street, West Perth, Western Australia 6005, at 10.00am, 29 November 2010 and at any adjournment of that meeting in respect of ……………………of my/our shares or, failing any number being specified, ALL of my/our shares.

If you do not wish to direct your proxy how to vote, please place a cross in the box. By marking this box, you acknowledge that the Chairman may exercise your proxy even if � he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

Proxies appointing the Chairman which do not specify the way in which the proxy is to vote on a particular resolution will be recorded as voting in favour of the resolutions.

If you wish to indicate how your proxy is to vote, please tick the appropriate places below. If no indication is given on a resolution, the proxy may abstain or vote at his or her discretion.

I/We direct my/our proxy to vote as indicated below:

ORDINARY & SPECIAL BUSINESS	ORDINARY & SPECIAL BUSINESS	ORDINARY & SPECIAL BUSINESS
RESOLUTION FOR				AGAINST ABSTAIN
1.		Adoption of Remuneration Report
2.		Re-election of Director – Mr Miolin
3.		Election of Director – Mr Dixon
4.		Election of Director – Mr Pyle
Note:		1. If you have appointed two proxies the proportion of		your voting rights allocated to
		each proxy is:
		Proxy No. 1 _% Proxy No. 2 _%.
		2. If the appointment of a proxy is signed by the appointor’s attorney, this form must be
		accompanied by the authority under which the appointment was signed, or						a
		certified copy of the authority.
The	completed Form of proxy may be:
•	Mailed to the address on this form; or
•	Faxed to the Company on (08) 9322 6398

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Midwinter Resources NL ABN 29 126 129 413

PROXY FORM

Signed this day of 2010 If a natural person: SIGNED by ) in the presence of: ) ) (Signature) (Signature of Witness)

(Name of Witness in full) If a Company: EXECUTED in accordance with section 127 ) of the Corporations Act ) by ) ACN )

(Signature of Secretary/other Director)

(Signature of Director/Sole Director)

(Name of Secretary/other Director in full) (Name of Director/Sole Director in full)

PROXY VOTES

A vote given in accordance with the terms of an instrument or proxy is valid notwithstanding the previous death or unsoundness of mind of the principal, the revocation of the instrument (or the authority under which the instrument was executed), or the transfer of the Share in respect of which the instrument or power is given, if no intimation in writing of the death, unsoundness of mind, revocation or transfer has been received by the Company at the Registered Office before the commencement of the Meeting or adjourned Meeting at which the instrument is used or the power is exercised.

REPRESENTATIVES OF CORPORATE SHAREHOLDERS

A body corporate (“the Appointor”) that is a Shareholder may authorise, in accordance with Section 250D of the Corporations Act 2001, by resolution of its Directors or other governing body such person or persons as it may determine to act as its Representative at any Meeting of the Company or of any class of Shareholders. A person so authorised shall be entitled to exercise all the rights and privileges of the Appointor as a Shareholder. When a Representative is present at a Meeting of the Company, the Appointor shall be deemed to be personally present at the Meeting unless the Representative is otherwise entitled to be present at the Meeting.

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