LIVIUM LTD — Capital/Financing Update 2013

Sep 10, 2013

ASX Announcement

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10 September 2013

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COMPANY DETAILS ABN:29 126 129 413		Notice Under Section 708A
PRINCIPAL AND REGISTERED OFFICE Midwinter Resources NL		The Company has today issued 13,546,603 ordinary fully paid shares and 4,515,534 $0.10 unlisted options expiring on 9 September 2015. The
Suite 3		ordinary fully paid shares are part of a class of securities quoted on the
23 Belgravia Street		Australian Securities Exchange Limited (ASX).
Belmont WA 6104
POSTAL ADDRESS		The Company gives this notice pursuant to Section 708A(5)(e) of the Corporations Act 2001.
PO Box 588
Belmont WA 6984		The shares were issued without disclosure to the private investors under Part
W www.midwinterresources.com.au		6D.2, in reliance on Section 708A(5) of the Corporations Act 2001.
E admin@midwinterresources.com.au The Company, as at the date of this notice, has complied with:
P+61 8 6145 0288		a) the provisions of Chapter 2M of the Corporations Act 2001; and
F+61 8 9475 0847		b) Section 674 of the Corporations Act 2001.
ASX CODE		There is no excluded information as at the date of this notice, for the purposes of Sections 708A(7) and (8) of the Corporations Act 2001.
MWN
CORPORATE		Yours faithfully
INFORMATION
(10 September 2013)
56M Ordinary Shares		Adrian Griffin
12M Contributing Partly Paid Shares		Managing Director
13M Unlisted Options
BOARD OF DIRECTORS		About Midwinter Resources
Martin Pyle (Non-Executive Chairman)		Midwinter Resources NL is an Australian based exploration company established to
Adrian Griffin		generate significant shareholder wealth by identifying, acquiring, exploring and/or
(Managing Director)		developing substantial mineral projects that possess the potential for significant
Bryan Dixon		cashflow and/or exploration upside.
(Non-Executive Director)
Philip Miolin
(Non-Executive Director)
David Seymour
(Non-Executive Director)
Eduardo Valenzuela
(Non-Executive Director)

1

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Midwinter Resources NL

ABN

29 126 129 413

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	i) Fully paid ordinary shares ii) $0.10 options exercisable on or before 8 September 2015
	i) 13,546,603 Fully paid ordinary shares ii) 4,515,534 $0.10 options exercisable on or before 9 September 2015
	i) Fully paid ordinary shares ii) $0.10 options exercisable on or before 9 September 2015

• See chapter 19 for defined terms.

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4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A	i) Yes. ii) No – Upon exercise of the options into fully paid ordinary shares, the allotted and issued shares will rank equally in all respects with an existing class of quoted securities. The option does not entitle the holder to participate in the next interest or dividend payment.
	i) $0.055 (total $745,063.17) ii) $Nil - attachingoption
	i) Placement to sophisticated investors ii) Placement to sophisticated investors
	Yes
	23 November 2012
	Nil
	Nil

• See chapter 19 for defined terms.

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6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the+securities in section 2 if applicable)	i) 13,546,603 Fully paid ordinary shares as approved by shareholders at the 30 August 2013 General Meeting ii) 4,515,534 $0.10 options exercisable on or before 9 September 2015 as approved by shareholders at the 30 August 2013 General Meeting	i) 13,546,603 Fully paid ordinary shares as approved by shareholders at the 30 August 2013 General Meeting ii) 4,515,534 $0.10 options exercisable on or before 9 September 2015 as approved by shareholders at the 30 August 2013 General Meeting
	Nil
	N/A
	N/A
	Refer to Annexure 1
	10 September 2013
	Number	+Class
	56,546,605 11,700,000	Fully paid ordinary shares Partly paid contributing shares to $0.001 each ($0.249 unpaid)

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (_including_the+securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	100,000 1,700,000 2,350,000 2,750,000 4,515,534 1,500,000	$0.14 options exercisable on or before 27 September 2013 $0.30 options exercisable on or before 19 November 2013 $0.25 options exercisable on or before 13 September 2014 $0.0875 options exercisable on or before 2 September 2015 $0.10 options exercisable on or before 9 September 2015 $0.25 options exercisable on or before 29 November 2015
	N/A

Part 2 - Pro rata issue

11	Is security	holder approval
	required?
12	Is the issue renounceable or non-
	renounceable?
13	Ratio in which	the+securities will
	be offered
14	+Class of+securities to which the
	offer relates

• See chapter 19 for defined terms.

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15	+Record date to determine
	entitlements
16	Will holdings on different registers
	(or subregisters) be aggregated for
	calculating entitlements?
17	Policy for deciding entitlements in
	relation to fractions
18	Names of countries in which the
	entity has security holders who will
	not be sent new offer documents
	Note: Security holders must be told how their
	entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of
	acceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee or
	commission
22	Names of any brokers to the issue
23	Fee or commission payable to the
	broker to the issue
24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of security holders
25	If the issue is contingent on security
	holders’ approval, the date of the
	meeting
26	Date entitlement and acceptance
	form and offer documents will be
	sent to persons entitled
27	If the entity has issued options, and
	the terms entitle option holders to
	participate on exercise, the date on
	which notices will be sent to option
	holders

• See chapter 19 for defined terms.

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28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do security holders sell their
	entitlements_in full_through a
	broker?
31	How do security holders sell_part_of
	their entitlements through a broker
	and accept for the balance?
32	How do security holders dispose of
	their entitlements (except by sale
	through a broker)?
33	+Issue date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35[If the ][+][securities are ][+][equity securities, the names of the 20 largest holders of the ] additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• See chapter 19 for defined terms.

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36[If the ] +securities setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37[A copy of any trust deed for the additional ][+][securities ]

Entities that have ticked box 34(b)

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38 Number of [+] securities for which
+quotation is sought
39 +Class of +securities for which
quotation is sought
40 Do the [+] securities rank equally in all
respects from the [+] issue date with an
existing [+] class of quoted [+] securities?
If the additional [+] securities do not
rank equally, please state:
• the date from which they do
• the extent to which they
participate for the next dividend,
(in the case of a trust,
distribution) or interest payment
• the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
41 Reason for request for quotation
now
Example: In the case of restricted securities, end of
restriction period
(if issued upon conversion of
another [+] security, clearly identify
that other [+] security)
Number +Class
42 Number and [+] class of all [+] securities
quoted on ASX ( including the
+securities in clause 38)
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• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Adrian Griffin Date: 10 September 2013 (Director) Print name: Adrian Griffin

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• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid [+] ordinary securities 43,046,802
on issue 12 months before the [+] issue date or
date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities Nil
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities
issued in that 12 month period with Nil
shareholder approval
• Number of partly paid [+] ordinary securities
Nil
that became fully paid in that 12 month
period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot be
added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which this
form is annexed
• It may be useful to set out issues of
securities on different dates as separate line
items
Subtract the number of fully paid [+] ordinary Nil
securities cancelled during that 12 month period
“A” 43,046,802
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• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	6,457,020
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not_ counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 _Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	Nil
“C”	Nil
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	6,457,020
Subtract“C” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.15] – “C”	6,457,020 [Note: this is the remaining placement capacity under rule 7.1]

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

capacity under rule 7.1
“A” x 0.15	6,457,020
Note: number must be same as shown in Step 2
Subtract“C”	Nil
Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	6,457,020
	[Note: this is the remaining placement capacity
	under rule 7.1]

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2

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Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is
calculated
“A” 43,046,802
Note: number must be same as shown in Step 1
of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10 4,304,680
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that
has already been used
Insert number of [+] equity securities issued or Nil
agreed to be issued in that 12 month period
under rule 7.1A
Notes:
• This applies to equity securities – not just
ordinary securities
• Include here – if applicable – the securities
the subject of the Appendix 3B to which this
form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with in
Part 1), or for which specific security holder
approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate line
items
“E” Nil
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• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	4,304,680
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	4,304,680 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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