LIVIUM LTD — M&A Activity 2010

Jan 26, 2010

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ASX ANNOUNCEMENT

27 January 2010

BOARD REJECTS SKALA OFFER

The Board of Midwinter Resources NL (Midwinter or Company) (ASX: MWN) acknowledges the receipt of a bidders statement from Skala Holdings Pty Ltd on Friday 22 January 2010.

The bidder's statement contains an unsolicited and highly conditional and uncertain proportional takeover offer for 40% of the shares not held by the Skala Group (Skala, Ferrox Limited and Redmet Limited) for the price of 12 cents per share ( Skala Offer ).

The Board (excluding Mr Jon O'Callaghan, who is a director of both the bidder and Midwinter) recommend that Midwinter Shareholders REJECT the Skala Offer.

Midwinter has a strong cash position with approximately $4 million in cash assets and minimal commitments. This equates to a cash backing of 16 cents per share .

The Board (excluding Mr O'Callaghan) believes that the Skala Offer price of 12 cents per share significantly undervalues Midwinter's shares and is not in the best interests of shareholders.

Midwinter Chairman Mr Bryan Dixon said 'The offer price is grossly inadequate . It is significantly below Midwinter's cash value per share of 16 cents. It also does not provide any consideration for option holders.'

Based upon the available information the Board (excluding Mr O’Callaghan) believes Skala is making an opportunistic attempt to gain control of Midwinter cheaply so it can cause Midwinter to continue with the transaction to acquire a Russian project that the Board withdrew from last year.

Skala’s associated company, Redmet Limited was to be the vendor of the Russian Project.

The Board (excluding Mr O’Callaghan) continues to believe that continuing with the Russian project is not in the interests of shareholders.

Midwinter will prepare a Target's Statement in response to the Skala Offer and send it to shareholders.

In order to REJECT the Skala Offer, there is no need for shareholders to take any action and they should disregard any correspondence sent to them from Skala.

Shareholders who have any queries regarding this matter should contact Midwinter Chairman Bryan Dixon on +618 9388 2816.

ENDS