LIVIUM LTD — Capital/Financing Update 2009

Sep 21, 2009

==> picture [462 x 86] intentionally omitted <==

ACN 126 129 413

PRIORITY ISSUE PROSPECTUS

For a pro rata offer of one (1) new Option for every one (1) Listed Option held by Option Holders registered at 5.00pm (WST) on 30 September 2009 at an issue price of 0.2 cents per Option to raise approximately $36,700.

Each Option has an exercise price of $0.25 each on or before 5.00 pm (WST) on 30 November 2011.

The Offer is not underwritten.

IMPORTANT NOTICE

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The Options offered by this Prospectus should be considered as speculative.

Midwinter Resources NL – Priority Issue Prospectus

TABLE OF CONTENTS

1.	SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES	3
2.	CORPORATE DIRECTORY	4
3.	DETAILS OF THE OFFER	5
4.	PURPOSE AND EFFECT OF THE OFFER	8
5.	RIGHTS AND LIABILITIES ATTACHING TO THE SHARES AND OPTIONS	8
6.	RISK FACTORS	11
7.	ADDITIONAL INFORMATION	14
8.	AUTHORITY OF DIRECTORS	17
9.	DEFINITIONS	18

2

Midwinter Resources NL – Priority Issue Prospectus

---

1. SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES

TIMETABLE AND IMPORTANT DATES

Lodgement of Prospectus with ASIC and ASX 22 September 2009 Record Date for determining entitlements to Options 5pm (WST) 30 September 2009 Closing Date of Offer* 21 October 2009

• The Directors may extend the Closing Date at their discretion.

IMPORTANT NOTES

Option Holders should read this document in its entirety and, if in doubt, should consult their professional advisors.

This Prospectus is dated 22 September 2009 and a copy of this Prospectus was lodged with the ASIC on that date. The ASIC and ASX take no responsibility for the content of this Prospectus.

The Expiry Date of the Prospectus is the date that is 13 months after the date of this Prospectus ( Expiry Date ). No Options will be allotted or issued on the basis of this Prospectus after the Expiry Date.

Applications for Options offered pursuant to this Prospectus can only be submitted on an original Entitlement and Acceptance Form which accompanies this Prospectus.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

No person is authorised to give information or to make any representation in connection with this Prospectus which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

3

Midwinter Resources NL – Priority Issue Prospectus

ELECTRONIC PROSPECTUS

Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company.

4

Midwinter Resources NL – Priority Issue Prospectus

2. CORPORATE DIRECTORY

DIRECTORS

Jon O’Callaghan (Chairman) David Seymour (Non Executive Director) Philip Miolin (Non Executive Director)

COMPANY SECRETARY

Piers Lewis

REGISTERED OFFICE & PRINCIPAL PLACE OF BUSINESS

Level 1 22 Oxford Close West Leederville, Western Australia 6007 Phone: +618 9388 2816 Facsimile: +618 9380 5911 Email: info@midwinterresources.com.au Website: www.midwinterresources.com.au

SOLICITORS

Price Sierakowski Corporate Level 24, St Martins Tower 44 St Georges Terrace PERTH WA 6000

AUDITORS*

Bentleys Level 1, 12 Kings Park Road West Perth, WA 6005

SHARE REGISTRY*

Advanced Share Registry Services 150 Stirling Hwy Nedlands WA 6009

Tel: (618) 9389 8033 Fax: (618) 9389 7871

STOCK EXCHANGE LISTING

The Company is listed on Australian Stock Exchange Limited Home Exchange – Perth ASX Codes: MWN MWNO

• These parties are included for information purposes only. They have not been involved in the preparation of this Prospectus.

5

Midwinter Resources NL – Priority Issue Prospectus

3. DETAILS OF THE OFFER

3.1 Offer of Options

This Prospectus is for the offer ( Offer ) of Options pursuant to a pro rata non-renounceable entitlements issue on the basis of 1 Option at 0.2 cents each for every 1 Listed Option held at the Record Date, to raise up to approximately $36,700. The purpose of the Offer is set out in Section 4 of this Prospectus. Funds raised will be used to pay the costs of the Offer and for working capital.

3.2 No Minimum Subscription or Oversubscription

There is no minimum number of Options which must be applied for under the Offer before Options will be issued pursuant to this Prospectus. The Company is authorised to issue up to approximately 18,350,001 Options. Oversubscriptions will not be accepted.

3.3 How to Accept the Offer

As a Shareholder you may:

a) accept your Entitlement in whole or in part only; or

• b) do nothing (in which case you will receive no benefit from your Entitlement).

Acceptance of your Entitlement must be made on the Entitlement and Acceptance Application Form accompanying this Prospectus (and headed Entitlement and Acceptance Application Form ) in accordance with the instructions set out therein.

3.4 Australian Securities Exchange Listing

Application for Official Quotation of the Options offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus. If the ASX does not grant permission for Official Quotation of the Options within three (3) months after the date of this Prospectus, (or such period as varied by the ASIC), the Company will not issue any Options and will repay all application monies for the Options within the time prescribed under the Corporations Act, without interest.

Upon exercise of the Options by an Option Holder in accordance with their terms, the Company will make application for Official Quotation of the underlying Shares issued upon the exercise of the Options.

The fact that the ASX may grant Official Quotation to the Options or the underlying Shares is not to be taken in any way as an indication of the merits of the Company or the Options now offered for subscription.

3.5 Issue of Options

Subject to the ASX Listing Rules, the directors reserve the right, in their absolute discretion, to accept any application in whole or in part, or to reject any application. If the Directors decide to accept your application and issue the Options, either in whole or in part, they will issue the Options and dispatch a holding statement to you as soon as practicable after the Closing Date, together with any application monies received in excess of the number of

6

Midwinter Resources NL – Priority Issue Prospectus

Options that you have been issued. The Directors reserve the right, in their absolute discretion, to place any Options not taken up pursuant to an Entitlement in accordance with Section 3.7.

3.6 Application Monies

All Applications must be completed in accordance with the detailed instructions contained on the reverse of the Entitlement and Acceptance Form and be accompanied by a cheque or bank cheque drawn and payable on an Australian bank and must be made payable to “Midwinter Resources NL – Subscription Account” and should be crossed “Not Negotiable”. Application monies will be held on behalf of applicants until the Options are issued. If any application is rejected in whole or in part, the amount tendered in respect of the Options that have not been issued will be repaid to the unsuccessful applicant, without interest.

3.7 Shortfall Offer

Any Entitlements not subscribed for under the Offer will form part of the Shortfall. The Directors reserve the right to issue Shortfall Options to unrelated parties of the Company at their absolute discretion.

The Directors reserve the right to allot to an Applicant a lesser number of Shortfall Options than the number for which the Applicant applies for on their Shortfall Application Form, or to reject an application, or to not proceed with placing some or all of the Shortfall.

The offer of any Shortfall Options is a separate offer made pursuant to this Prospectus and will remain open for up to three (3) months following the Closing Date. The issue price of any Shortfall Options shall be $0.002 per Shortfall Option being the price at which the Entitlement has been offered to Option Holders pursuant to this Prospectus. Applicants wishing to apply under the Shortfall Offer can apply on the Shortfall Application Form attached to or accompanying this Prospectus.

3.8 Overseas Option holders

This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. No action has been taken to register this Prospectus or otherwise to permit an offering of Options in any jurisdiction outside Australia.

It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Option Holders, the number and value of Options these Option Holders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction.

Option Holders resident in New Zealand should consult their professional advisors as to whether any government or other consents are required, or other formalities need to be observed, to enable them to exercise their Entitlements under the Offer.

7

Midwinter Resources NL – Priority Issue Prospectus

3.9 Taxation Implications

The Directors do not consider that it is appropriate to give Applicants advice regarding the taxation consequences of applying for Options under this Prospectus, as it is not possible to provide a comprehensive summary of the possible taxation consequences, The Company, its advisers and officers, do not accept any responsibility or liability for any taxation consequences to Applicants. Potential Applicants should, therefore, consult their own professional tax adviser in connection with the taxation implications of the Options offered pursuant to this Prospectus.

3.10 Privacy Act

If you complete an application for Options, you will be providing personal information to the Company (directly or by the Company's share registry). The Company collects, holds and will use that information to assess your application, service your needs as an Option Holder, facilitate distribution payments and corporate communications to you as an Option Holder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company's share registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or its share registry if you wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASTC Settlement Rules. You should note that if you do not provide the information required on the application for Options, the Company may not be able to accept or process your application.

3.11 Enquiries

Any questions concerning the Offer should be directed to the share registry on telephone (+61 8) 9389 8033 or the Company on telephone (+61 8) 9388 2816 or contact your professional adviser.

8

Midwinter Resources NL – Priority Issue Prospectus

4. PURPOSE AND EFFECT OF THE OFFER

4.1 Purpose and Effect of the Offer

Under the Offer, up to 18,350,001 new Options are available for issue and will be issued if the Offer is fully subscribed. The Options will be issued for 0.2 cents each. Net proceeds from the Offer will be credited to issued capital and debited to cash at bank in the Company's balance sheet.

Expenses of the Offer of approximately $21,731 will be met from the Company's proceeds of the Offer with any additional amounts above the amount raised from the Offer being met from the Company's working capital. After expenses of the Offer, any residual funds will be allocated to the general working capital of the Company.

4.2 Capital Structure on Completion of the Offer

• (a) A table of changes in the capital structure of the Company as a consequence of the Offer is set out below:

	Number of Shares	Number of Listed Options	Number of Unlisted Options	Number of Partly Paid shares
Balance at the date of this Prospectus	25,000,002	18,350,001*	1,900,000	11,700,000
To be issued under the Offer	Nil	18,350,001 [this is a diff class]	Nil	Nil
Total Securities after the Offer	25,000,002	18,350,001	1,900,000	11,700,000

• These Options are exercisable at $0.25 on or before 30 September 2009 and will lapse prior to the Closing Date of the Offer.

• (b) Assuming all of the Options are issued, the principal effect of the Offer will be to increase the cash reserves by approximately $14,969 immediately after completion of the Offer after deducting the estimated expenses of the Offer.

• (c) If all of the Options under the Offer are issued and subsequently exercised, and no other securities are issued, the number of ordinary fully paid shares on issue in the Company will be 43,350,003.

9

Midwinter Resources NL – Priority Issue Prospectus

5. RIGHTS AND OBLIGATIONS ATTACHING TO THE SHARES AND OPTIONS

Terms and Conditions of Options

Each Option will entitle the holder the right to subscribe for one fully paid ordinary share in the capital of the Company ( Share ) on the following terms and conditions ( Option ).

• (a) Each Option is exercisable into one Share by paying $0.25 ( Exercise Price ) at any time on or before 5.00pm (Western Australian Standard Time) on 30 November 2011 ( Expiry Date ).

• (b) Options may be exercised by delivering the form prescribed by the Company from time to time for the purpose of exercising Options ( Exercise Notice ) to the Company’s registered office or the Company’s share registry at any time prior to the Expiry Date.

• (c) The Exercise Notice must state the number of Options to be exercised and be accompanied by the relevant holding statement(s) and a cheque (in Australian currency) made payable to the Company for an amount being the result of the Exercise Price multiplied by the number of Options being exercised.

• (d) As soon as practical following receipt of a properly executed Exercise Notice and application monies in respect of the exercise of any Options, the Company will issue the resultant Shares and deliver notification of shareholdings.

• (e) The Company shall make application to have the Shares (issued pursuant to an exercise of Options) listed for Quotation within 7 days of the date of issue.

• (f) Shares issued pursuant to an exercise of Options shall rank, from the date of issue, pari passu with existing Shares of the Company in all respects.

• (g) An Option has no right to participate in pro rata issues of securities to shareholders unless the Option is exercised before the record date for determining entitlements to the relevant pro rata issue. Each person or persons registered as the holder of an Option from time to time will be notified by the Company of any proposed pro rata issue of securities to shareholders in accordance with ASX Listing Rules.

• (h) In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issue of the Options, the number of securities over which an Option is exercisable may be increased by the number of securities which the Option Holder would have received if the Option had been exercised before the record date for the bonus issue

• (i) In the event of a reorganisation (including reconstruction, consolidation, subdivision, reduction, or return) of the capital of the Company, the terms of the Options will be changed to the extent necessary to comply with the requirements of ASX Listing Rules (in force at the time of the reorganisation) for the reorganisation of capital.

10

Midwinter Resources NL – Priority Issue Prospectus

5.2 Rights Attaching to Shares

Full details of the rights attaching to Shares are set out in the Company’s Constitution a copy of which can be inspected, free of charge, at the Company's registered office during normal business hours.

The following is a broad summary of the rights, privileges and restrictions attaching to all Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders.

All Shares issued pursuant to this Prospectus will from the time they are issued, rank pari passu with all the Company’s existing Shares.

Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares (at present there are none), at meetings of shareholders of Midwinter:

• a) each shareholder entitled to vote may vote in person or by proxy, attorney or representative;

• b) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and

• c) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid Shares, shall have such number of votes as bears the same proportion which the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited).

Rights on Winding Up

Subject to the rights of holders of shares with special rights in a winding up (at present there are none), on a winding up of the Company all assets that may be legally distributed among members will be distributed in proportion to the number of fully paid shares held by them (and a partly paid share is counted as a fraction of a fully paid share equal to the amount paid on it, divided by the total issue price of the share).

Transfer of Shares

Subject to the Constitution of the Company, the Corporations Act 2001, and any other laws and ASTC Settlement Rules and ASX Listing Rules, Shares are freely transferable.

Future Increases in Capital

The allotment and issue of any Shares or Options is under the control of the Directors. Subject to restrictions on the allotment of Shares or Options to Directors or their associates, the ASX Listing Rules, the Constitution of the Company and the Corporations Act 2001, the Directors may allot or otherwise dispose of Shares or Options on such terms and conditions as they see fit.

11

Midwinter Resources NL – Priority Issue Prospectus

Variation of Rights

Under the Corporations Act 2001, the Company may, with the sanction of a special resolution passed at a meeting of shareholders vary or abrogate the rights attaching to shares. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of the issue of the shares of that class), whether or not the Company is being wound up may be varied or abrogated with the consent in writing of the holders of three quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

Dividend Rights

Subject to the rights of holders of shares issued with special, preferential or qualified rights (at present there are none), the profits of the Company which the Directors determine to distribute by way of dividend are divisible among the Shareholders in proportion to the number of Shares held by them.

12

Midwinter Resources NL – Priority Issue Prospectus

6. RISK FACTORS

Introduction

The business activities of the Company are subject to various risks that may impact on the future performance of the Company. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of the Company and cannot be mitigated. There are a number of risk factors that investors should consider and seek independent advice on, before deciding whether or not to invest in Options. The principal risk factors include, but are not limited to, the following:

Economic Risks

Economic factors beyond the control of the Company, such as changes in commodity prices, interest rates, inflation, exchange rates and taxation, may negatively impact on the revenue and profitability of the Company.

Limited Liquidity

Whilst the Company does have a strategy to proceed with an application to list the Options on the ASX, and the Offer is subject to the Options being admitted to quotation, there is no recognised market for buying and selling the Options at this time.

Mineral and Exploration Risk

The business of exploration, project development and mining contains risks by its very nature. To prosper, it depends on the successful exploration and/or acquisition of reserves, design and construction of efficient production/processing facilities, competent operation and managerial performance and proficient marketing of the product. In particular, exploration is a speculative endeavour and certain circumstances, cost over runs and other unforeseen events can hamper mining operations.

Environmental Impact Constraints

The Company's exploration programs will, in general, be subject to approval by governmental authorities. Development of any of the Company's properties will be dependent on the project meeting environmental guidelines and, where required, being approved by governmental authorities.

Operating Risks

The operations of the Company may be affected by various factors, including failure to locate or identify mineral deposits; failure to achieve predicted grades in exploration and mining; operational and technical difficulties encountered in mining; difficulties in commissioning and operating plant and equipment; mechanical failure or plant breakdown; unanticipated metallurgical problems which may affect extraction costs; adverse weather conditions; industrial and environmental accidents; industrial disputes; and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

13

Midwinter Resources NL – Priority Issue Prospectus

Resource Estimates

Resource estimates are expressions of judgment based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. At this stage the project held by Midwinter Resources does not contain any resource estimates. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company’s operations.

Title Risks and Native Title

Interests in tenements in Australia are governed by the respective State legislation and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interest in tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments. It is also possible that, in relation to tenement which the Company has an interest in or will in the future acquire such an interest; there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected. The Directors will closely monitor the potential effect of native title claims involving tenements in which the Company has or may have an interest.

Additional Requirements for Capital

The Company’s capital requirements depend on numerous factors. Depending on the Company’s ability to generate income from its operations, the Company may require further financing in addition to amounts raised under the capital raising. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programs as the case may be.

Reliance on Key Management

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

SPECIFIC RISKS ASSOCIATED WITH THE COMPANY

There are also a number of specific risks associated with the Company which may adversely affect the Company’s financial position, prospects and price of its listed securities. In particular, the Company is subject to risks relating to the exploration and development of mineral properties which are not generally associated with other businesses.

14

Midwinter Resources NL – Priority Issue Prospectus

Set out below are specific risks that may adversely affect the Company:

The Western Australian Department of Industry and Resources ( Department ) from time to time reviews the environmental bonds that are placed on tenements. The Directors are not in a position to state whether a review is imminent or whether the outcome of such a review would be detrimental to the funding needs of the Company.

15

Midwinter Resources NL – Priority Issue Prospectus

7. ADDITIONAL INFORMATION

Continuous Disclosure Obligations

The Company is a "disclosing entity" (as defined in Section 111AC of the Corporations Act) for the purposes of Section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company's securities. The Shares that will be issued on conversion of the Options issued pursuant to this Prospectus are in the same class of Shares that have been quoted on the Official List of the ASX during the 3 months prior to the issue of this Prospectus.

This Prospectus is a "transaction specific prospectus". In general terms "transaction specific prospectuses" are only required to contain information in relation to the effect of the issue of securities on the Company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available Information in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 3 months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.

The Company, as a disclosing entity under the Corporations Act states that:

• (a) it is subject to regular reporting and disclosure obligations;

• (b) copies of documents lodged with the ASIC in relation to the Company (not being documents referred to in Section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and

• (c) to the extent they are available, it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:

16

Midwinter Resources NL – Priority Issue Prospectus

• (i) the annual financial report most recently lodged with the ASIC by the Company and any half-year financial report lodged with the ASIC by the Company after the lodgement of that annual report and before the lodgement of this Prospectus with the ASIC; and

• (ii) any documents used to notify ASX of information relating to the Company in the period from lodgement of the financial statements referred to in paragraph (i) above until the issue of the Prospectus in accordance with the Listing Rules as referred to in Section 674(1) of the Corporations Act.

Copies of all documents lodged with the ASIC in relation to the Company can be inspected at the registered office of the Company during normal office hours.

The Company has lodged the following announcements with ASX since lodgement of the Company's 2009 Annual Report on 20 August 2009:

Date	Description of Announcement
20 Aug2009	Notice of General Meetingof Shareholders
1 Sep2009	Notice of Option Expiry

ASX maintains files containing publicly available information for all listed companies. The Company's file is available for inspection at ASX during normal office hours.

7.2 Directors' Interests

Other than as set out below or elsewhere in this Prospectus, no Director nor any firm in which such a Director is a partner, has or had within 2 years before the lodgement of this Prospectus with the ASIC, any interest in:

• (a) the formation or promotion of the Company;

• (b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer of securities pursuant to this Prospectus; or

• (c) the Offer of securities pursuant to this Prospectus, and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any Director or to any firm in which any such Director is a partner, either to induce him to become, or to qualify him as, a Director or otherwise for services rendered by him or by the firm in connection with the formation or promotion of the Company or Offer of securities pursuant to this Prospectus, Directors' relevant interests in securities of the Company at the date of this Prospectus are:

Name	Shares	Listed Options	Unlisted Options	Partly Paid Contributors	Entitlement
Jon O’Callaghan	1	Nil	500,000	Nil	Nil
PhilipMiolin	100,001	100,000	350,000	100,000	100,000
David Seymour	220,000	160,000	350,000	100,000	160,000

17

Midwinter Resources NL – Priority Issue Prospectus

The Constitution of the Company provides that the non-executive Directors may be paid for their services as Directors a sum not exceeding such fixed sum per annum as may be determined by the Company in general meeting, to be divided among the non-executive Directors as determined by the Directors and in default of agreement, then in equal shares.

For the year ended 30 June 2009, the Company paid a total of $130,800 to all Directors. For the period from 1 July 2009 to the date of this Prospectus $21,917 has been paid or is payable by the Company by way of remuneration for services provided by all Directors (executive, non-executive and alternate), companies associated with those Directors or their associates in their capacity as directors, employees, consultants or advisers (and including superannuation payments). Directors, companies associated with the Directors or their associates are also reimbursed for all reasonable expenses properly incurred in the course of conducting their duties which include, but are not in any way limited to, out of pocket expenses, travelling expenses, disbursements made on behalf of the Company and other miscellaneous expenses.

The below table details Director remuneration:

Name	Remuneration for 30 June 2009 Financialyear	Remuneration since 30 June 2009
Jon O’Callaghan	$54,500	$9,083
David Seymour	$38,150	$6,417
PhilipMiolin	$38,150	$6,417
Total	$130,800	$21,917

7.3 Interests of Experts and Advisers

Other than as set out below or elsewhere in this Prospectus, no expert, underwriter, promoter or any other person named in this Prospectus as performing a function In a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, nor any firm in which any of those persons is or was a partner, nor any company with which any of those persons is or was associated, has or had within two (2) years before the lodgement of this Prospectus with the ASIC, any interest in:

• (a) the formation or promotion of the Company; or

• (b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer of securities pursuant to this Prospectus; or

• (c) the Offer of securities pursuant to this Prospectus, and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any expert, underwriter, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of this Prospectus, or to any firm in which any of those persons is or was a partner, or to any company with which any of those persons is or was associated, for services rendered by that person, or by the firm or the company, in connection with the formation or

18

Midwinter Resources NL – Priority Issue Prospectus

promotion of the Company or the Offer of securities pursuant to this Prospectus.

Pursuant to Section 716 of the Corporations Act, Price Sierakowski has given, and has not withdrawn its consent to being named as Solicitors to the Company in the Corporate Directory of this Prospectus in the form and context in which it is named, Price Sierakowski has not caused or authorised the issue of this Prospectus, does not make or purport to make any statement in this Prospectus and takes no responsibility for any part of this Prospectus.

Price Sierakowski Corporate act as solicitors to the Company. Price Sierakowski will be paid approximately $7,500 for services in relation to this Prospectus.

7.4 Legal Proceedings

There is no material litigation, arbitration or proceedings pending against or involving the Company as at the date of this Prospectus.

7.5 Estimated Expenses of Offer

In the event that the Offer is fully subscribed, the estimated expenses of the Offer ore as follows:

	$
ASIC fees	2,010
Listing fees	9,721
Legal expenses	7,500
Printing and other expenses	2,500
Total	$21,731

7.6 Market Price of Shares

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on ASX.

The highest and lowest market sale prices of the Company's Shares on ASX during the three months immediately preceding the date of lodgement of this Prospectus with the ASIC and the respective dates of those sales were:

Highest: $0.14 on 21 September and 24 August 2009; and Lowest: $0.065 on 14th July 2009.

The latest available closing sale price of the Company's Shares on ASX prior to the lodgement of this Prospectus with the ASIC was $0.14 on 21 September 2009.

7.7 Electronic Prospectus

Pursuant to Class Order 00/044, the ASIC has exempted compliance with certain provisions of the Corporations Act 2001 to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the

19

Midwinter Resources NL – Priority Issue Prospectus

publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Entitlement and Acceptance Form, if you have not, please phone the Company on (08) 9388 2816 and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus, or both.

The Company reserves the right not to accept an Entitlement and Acceptance Form from a person if it has reason to believe that when that person was given access to the electronic Entitlement and Acceptance Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

8. AUTHORITY OF DIRECTORS

Each of the Directors of MIDWINTER RESOURCES NL has consented to the lodgement of this Prospectus with the ASIC in accordance with Section 720 of the Corporations Act.

Dated the 22[nd] day of September 2009

Jon O’Callaghan FOR AND ON BEHALF OF MIDWINTER RESOURCES NL

20

Midwinter Resources NL – Priority Issue Prospectus

9. DEFINITIONS

Applicant means an Option Holder or other party who applies for Options pursuant to the Offer or the Shortfall Offer.

ASIC means the Australian Securities and Investments Commission.

ASTC Settlement Rules means the settlement rules of the securities clearing house which operates CHESS,

ASX means ASX Limited (ACN 008 624 691).

Business Day means a day on which trading takes place on the stock market of ASX.

Closing Date means the date on which the Offer is closed, being 5pm (WST) on 21 October 2009 (unless extended by the Directors).

Company means MIDWINTER RESOURCES NL (ACN 126 129 413).

Constitution means the Company's Constitution as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Cth),

Directors means the directors of the Company at the date of this Prospectus.

"$" means Australian dollars.

Entitlement means the maximum number of Options to which an Option Holder is entitled to apply for (as shown on the Entitlement and Acceptance Form) under the Offer..

Entitlement and Acceptance Form means the personalised entitlement and acceptance form either attached to or accompanying this Prospectus.

Listed Option means an Option issued by the Company exercisable at 25c each on or before 30 September 2009 and trading on ASX under ASX code "MWNO".

Listing Rules or ASX Listing Rules means the Listing Rules of the ASX.

Offer means the Offer of Options pursuant to this Prospectus, further details of which are set out in Section 4 of this Prospectus.

Official List means the official list of ASX.

Option means an option issued under this Prospectus exercisable at 25c on or before 30 November 2011 to acquire a Share.

Option Holder means a holder of Listed Options.

Prospectus means this prospectus.

Quotation and Official Quotation means official quotation on ASX.

Record Date means 5pm (WST) on 30 September 2009.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

Shortfall means all Options not issued to Option Holders pursuant to their respective Entitlements.

Shortfall Application Form means the shortfall application form attached to or accompanying this Prospectus.

Shortfall Offer means the offer of Options comprising the Shortfall.

WST means Western Standard Time, Perth, Western Australia.

21