LIVIUM LTD — Capital/Financing Update 2007

Dec 17, 2007

18[th] December 2007

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ASX Announcement

MEMORANDUM OF UNDERSTANDING

The Company is pleased to advise that it has entered into a memorandum of understanding (“MoU”) with Marr Group Holdings Limited (“Marr Group”) whereby the Marr Group will provide the Company with the opportunity to acquire a majority interest in a substantial mineral project located in Russia (“Project”). The MoU is subject to the successful negotiation and execution of a formal agreement between the Company and the Marr Group for the purpose of finalising the terms on which the Company and the Marr Group would seek to acquire the Project. The subject matter of the MoU is and remains incomplete and subject to ongoing negotiations between the parties. Accordingly, the Company is not at this time able to disclose any further details in respect of the terms of the contemplated formal arrangement with the Marr Group or the Project, and any premature disclosure may be prejudicial to the Company’s negotiations and interests.

The Marr Group has a diverse range of successful interests in areas such as construction and land development, holdings in the telecommunications and technology sectors, commodity trading, investments in the oil and energy sector, as well as international trade finance and private equity investment. The Marr Group has considerable financial resources and assets to support diverse business activities globally, principally in Europe, the Far East and the Middle East.

Under the terms of the MoU, should Midwinter enter into an agreement to acquire an interest in the Project, on or before 28[th] September 2008, the Marr Group (or its nominees) will be entitled, for a period of one month from the agreement date, to subscribe for up to 3.705 million ordinary shares in the capital of Midwinter, at an issue price of $0.26 each. If the Marr Group (or its nominees) choose to subscribe for the full 3.705 million shares, Midwinter may raise approximately $963,300. Midwinter intends to apply these funds towards the cost of acquiring an interest in the Project.

The issue of up to 3.705 million ordinary shares under the MoU falls within the Company’s 15% capacity under ASX Listing Rule 7.1 and consequently, will not require prior shareholder approval. As the Marr Group is a sophisticated investor, the proposed issue under the MoU will not require a separate disclosure document.

If Midwinter does not enter into an agreement to acquire the Project on or before 28[th] September 2008, the obligations and entitlements under the MoU will immediately be at an end.

For further information please call David Seymour on 0403 609974.

Yours sincerely

David Seymour Non-Executive Director