LIVIUM LTD — Director's Dealing 2012

Jan 12, 2012

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12 January 2012

Elizabeth Harris ASX Compliance Pty Limited Level 8 Exchange Plaza 2 The Esplanade PERTH WA 6000

By email: Elizabeth.Harris@ASX.com.au

Dear Elizabeth

In response to your letter dated 12 January 2012 regarding the late lodgement of an Appendix 3Y for Messrs Bryan Dixon, David Seymour and Philip Miolin, Midwinter Resources NL (“Midwinter” or “the Company”) responds as follows:

1. Please explain why the Appendix was lodged late

The Appendix was lodged late due to an internal administrative oversight. The notice was lodged immediately upon the oversight having been identified.

2. What arrangements does the Company have in place with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A

The Company has entered into an agreement with its Directors and has a process that requires all Directors to notify the Company Secretary of any transactions involving any change of their notifiable interest immediately or at the very latest, within three business days after the changes occur. Additionally, the Company Secretary and the officers assigned to report to the ASX review the directors’ shareholding regularly to ensure that all relevant movements are reported to the ASX within the time frame.

3. If the current arrangements are inadequate or not being enforced, what additional steps does the Company intend to take to ensure compliance with listing rule 3.19B

Apart from this administrative oversight, the Company considers the current arrangements to be adequate to ensure compliance with listing rule 3.19B.

Yours sincerely

Julie Hill Company Secretary

L2, 38 Richardson Street West Perth WA 6005: PO Box 390 West Perth WA 6005 www.midwinterresources.com.au: admin@midwinterresources.com.au ABN: 29 126 129 4103

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ASX Compliance Pty Limited ABN 26 087 780 489 Level 8 Exchange Plaza 2 The Esplanade PERTH WA 6000

GPO Box D187 PERTH WA 6840

Telephone 61 8 9224 0000 Facsimile 61 8 9221 2020 www.asx.com.au

12 January 2012

Ms Julie Hill Company Secretary Midwinter Resources NL Level 2 38 Richardson Street WEST PERTH WA 6005

Dear Julie

Midwinter Resources NL (the “Company”)

We refer to the following:

1. The Company’s announcement lodged with ASX Ltd (“ASX”) on 11 January 2012 regarding a change of director’s interest notice for Mr Bryan Dixon (“Appendix 3Y”);

2. The Company’s announcement lodged with ASX Ltd (“ASX”) on 11 January 2012 regarding a change of director’s interest notice for Mr David Seymour (“Appendix 3Y”);

3. The Company’s announcement lodged with ASX Ltd (“ASX”) on 11 January 2012 regarding a change of director’s interest notice for Mr Philip Miolin (“Appendix 3Y”)

4. Listing rule 3.19A which requires an entity to tell ASX the following:

5. 3.19A.1 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the following times:

   • On the date that the entity is admitted to the official list.

   • On the date that a director is appointed.

The entity must complete an Appendix 3X and give it to ASX no more than 5 business days after the entity’s admission or a director’s appointment.

• 3.19A.2 A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust). The entity must complete an Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.

• 3.19A.3 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the date that the director ceases to be a director. The entity must complete an Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director.

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ASX Compliance Pty Limited ABN 26 087 780 489 Level 8 Exchange Plaza 2 The Esplanade PERTH WA 6000 GPO Box D187 PERTH WA 6840 Telephone 61 8 9224 0000 Facsimile 61 8 9221 2020 www.asx.com.au

1. Listing rule 3.19B which states as follows.

An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.

1. The Companies Update dated 27 June 2008, reminding listed entities of their obligation to notify ASX within 5 business days of the notifiable interests in securities held by each director and outlining the action that ASX would take in relation to breaches of listings rules 3.19A and 3.19B.

The Appendices 3Y indicates a change in the notifiable interest of each of Messrs Dixon, Seymour and Miolin occurred on 1 December 2011 so the appendices should have been lodged with the ASX by 8 December 2011. As the Appendices 3Y were lodged on 11 January 2012 it appears that the Company may be in breach of listing rules 3.19A and/or 3.19B.

Please note that ASX is required to record details of breaches of the listing rules by listed companies for its reporting requirements.

ASX reminds the Company of its contract with ASX to comply with the listing rules. In the circumstances ASX considers that it is appropriate that the Company make necessary arrangements to ensure there is not a reoccurrence of a breach of the listing rules.

Having regard to listing rules 3.19A and 3.19B and Guidance Note 22: “Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities”, we ask that you answer each of the following questions.

1. Please explain why the Appendices 3Y were lodged late.

2. What arrangements does the Company have in place with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?

3. 3 If the current arrangements are inadequate or not being enforced, what additional steps does the Company intend to take to ensure compliance with listing rule 3.19B?

Your response should be sent to me by e-mail to Elizabeth.Harris@ASX.com.au or by facsimile on facsimile number (08) 9221 2020. It should not be sent to the Company Announcements Office.

A response is requested as soon as possible and, in any event, not later than 3:00PM WST on Tuesday 17 January 2012 .

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ASX Compliance Pty Limited ABN 26 087 780 489 Level 8 Exchange Plaza 2 The Esplanade PERTH WA 6000

GPO Box D187 PERTH WA 6840

Telephone 61 8 9224 0000 Facsimile 61 8 9221 2020 www.asx.com.au

Under listing rule 18.7A, a copy of this query and your response will be released to the market, so your response should be in a form suitable for release and must separately address each of the questions asked. If you have any queries or concerns, please contact me immediately.

Yours sincerely Elizabeth Harris Principal Adviser, Listings (Perth)

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