LIVIUM LTD — Proxy Solicitation & Information Statement 2008

Aug 27, 2008

MIDWINTER RESOURCES NL (ACN 126 129 413)

NOTICE OF GENERAL MEETING

– and –

EXPLANATORY STATEMENT

– and –

PROXY FORM

DATE AND TIME OF MEETING:

30 September 2008 at 10.00am

VENUE: Celtic Club The President’s Room 48 Ord Street WEST PERTH Western Australia 6005

These documents should be read in their entirety. If shareholders are in any doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor.

NOTICE OF MEETING

Notice is hereby given that a General Meeting of the members of Midwinter Resources NL (“Midwinter” or the “Company”) will be held at the Celtic Club, The President’s Room, 48 Ord Street, West Perth, Western Australia 6005, at 10.00am, 30 September 2008.

The Explanatory Statement that accompanies and forms part of this Notice of Meeting describes in more detail the matters to be considered.

AGENDA

BUSINESS

To consider and, if thought fit, to pass, with or without modification, the following ordinary resolution:-

1. Ordinary Resolution 1: – Approval of Grant of Shares and Options

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue:

• (a) 6,000,000 Shares; and

• (b) 5,000,000 Options,

to the Vendors, Kimba and the Symonds Group (and/ or their nominee(s)) for the part acquisition of the option to purchase the Landak bauxite project on the terms and conditions and in the manner set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Voting Exclusion: For the purposes of Listing Rule 7.1, the Company will disregard any votes cast on this resolution by any person who may participate in the proposed issue and a person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any associates of those persons. However the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

PROXIES

1. A member entitled to attend and vote at a meeting of the Company is entitled to appoint not more than two proxies to attend and vote instead of the member. If two proxies are appointed, and a member does not specify the proportion or number of the member's votes each proxy may exercise, each proxy may exercise half the votes. A proxy need not be a member of the Company.

2. In order to vote on behalf of a company that is a shareholder of Midwinter, a valid Power of Attorney in the name of the attendee, must be either lodged with the Company prior to the Meeting, or be presented at the Meeting before registering on the attendance register for the Meeting.

Pg 2

1. Forms to appoint proxies, and the Power of Attorney (if any) under which they are signed, must be lodged at the registered office of the Company, at Level 1, 22 Oxford Close, West Leederville Western Australia 6007, or by facsimile (61 8) 9381 5911 not less than 48 hours before the time of the Meeting or resumption of an adjourned meeting at which the person named in the instrument proposes to vote.

2. An instrument appointing a proxy:

3. a) shall be in writing under the hand of the appointor or of his attorney, or if the appointor is a corporation, either under seal or under the hand of a duly authorised officer or attorney;

4. b) may specify the manner in which the proxy is to vote in respect of a particular resolution and, where an instrument of proxy so provides, the proxy is not entitled to vote on the resolution except as specified in the instrument;

5. c) shall be deemed to confer authority to demand or join in demanding a poll;

6. d) shall be in such form as the Directors determine and which complies with Section 250A of the Corporations Act 2001;

7. e) proxies appointing the Chairman which do not specify the way in which the proxy is to vote on a particular resolution will be recorded as voting in favour of the resolutions.

ATTENDANCE AND VOTING ELIGIBILITY

For the purpose of regulation 7.11.37 of the Corporations Regulations 2001, the Directors have determined that Shares held at 9.00am WST on Monday, 29 September 2008 will be taken, for the purposes of this General Meeting, to be held by the persons who held them at that time.

BY ORDER OF THE BOARD

David Seymour Director

Dated: 27 August 2008

Pg 3

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

INTRODUCTION

This Explanatory Memorandum has been prepared for the information of Shareholders of Midwinter Resources NL (“Midwinter” or the “Company”) in connection with Resolution 1 of the General Meeting of members to be held at the Celtic Club, The President’s Room, 48 Ord Street, West Perth, Western Australia 6005, at 10.00am, 30 September 2008.

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Meeting and forms part of the Notice of Meeting. Please refer to Section 2 of this Explanatory Memorandum for a glossary of terms.

1. RESOLUTION 1 – Approval of Grant of Shares and Options

Resolution 1 seeks Shareholder approval for the issue of 6 million Shares and 5 million Options as detailed below.

1.1 Background

On 26 August 2008, Midwinter announced that it has agreed to purchase an option to acquire an 80% interest (Acquisition) in the Landak bauxite project located in Kalimantan, Indonesia (Landak Project) under a Deed of Assignment and Assumption of Option (DoA). Resolution 1 seeks Shareholder approval for the issue of securities to Kimba, the Symonds Group and the Vendors (and/ or their nominee(s)) in part consideration for the Acquisition. The DoA is summarised in Section 1.3 below.

1.2 Background on the Landak Project

The Landak Project comprises three licence applications covering 70,000 hectares of tenure in north-west Kalimantan, Indonesia. The project area is located 160km by sealed road north east of the town and coastal port of Pontianak.

Preliminary work carried out by the Vendors has defined four areas with potential for economic bauxite (average grades from sampling of approximately 35% - 40% Al2O3, 5% - 6% SiO2-R, 14% - 15% Fe2O3). A review of this data has resulted in an exploration target of up to 250Mt - 350Mt of raw material being highlighted. Check sampling was recently completed by Midwinter that confirmed good quality raw bauxite grades at the Anik Prospect at Landak of:

==> picture [225 x 31] intentionally omitted <==

This potential quantity and grade of this target is conceptual in nature, that there has been insufficient exploration to define a mineral resource and it is uncertain if further exploration will result in the determination of a mineral resource.

The project area is in a known bauxite province with a planned US$1.5 billion development by the world’s largest alumina producer (UC Rusal) 60km away from Landak at the Tayan Bauxite Project.

The Board is of the view that given the potential that exists in the Landak Project, and the provincial knowledge of the Vendors, who have excellent community support, the Acquisition represents a significant opportunity for the Company.

Pg 4

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

BAUXITE

The Board believes that the Landak Project has the potential to host a significant deposit of economic bauxite.

World output of bauxite in 2007 was 207Mt, a rise of 10.5% on the previous year, due principally to increased output in India, Indonesia and China. Bauxite production has increased annually since 1998 at an average rate of almost 6%. With the exception of a 1.7% decline in 2004, world alumina production has increased annually since 1994, and was about 77Mt in 2007. The average year-on-year increase in output between 1994 and 2007 was 5.2%, and since 2004 has increased at about 10%, largely because of rising Chinese production.

Chinese production of alumina, driven by its rapidly expanding economy's demand for aluminium, grew at an average annual rate of 22% between 1998 and 2007, and by 42% in 2007 alone, without a corresponding rise in development of global bauxite production capacity. The demand for bauxite was met by a rapid and massive opportunistic increase in Indonesian bauxite output, resulting in Chinese imports from Indonesia rising from 832kt in 2004 to 15.4Mt in 2007. This rate of import continued into 2008 with 8.8Mt in the first four months of the year, 4.8Mt of which came from Indonesia. With some 25Mt of new alumina capacity planned in China in the next two to three years, demand for bauxite, which cannot be met from domestic sources, will continue to rise.

The corporate structure of the world's bauxite and alumina industry has undergone significant consolidation in recent years, with Rio Tinto's takeover of Alcan (in 2007), and Rusal's takeover of Sual and the bauxite and alumina interests of Glencore (in 2006). The new entities, Rio Tinto Alcan and UC Rusal are respectively the world's largest and fourth largest producers of bauxite, and the fourth largest and largest producers of alumina.

Competent Persons Statement: The information contained in the report that relates to Exploration Results, Mineral Resources or Ore Reserves of projects owned by Midwinter Resources NL is based on information compiled or reviewed by Mr. Don Horn, who is an employee of Kimba Resources Pty Ltd. Mr. Don Horn is a Member of the Australasian Institute of Mining and Metallurgy and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which is being undertaken to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr. Don Horn has given consent to the inclusion in the report of the matters based on his information in the form and context in which it appears.

1.3 Summary of the Deed of Assignment

The Company has agreed to purchase an option to acquire an 80% interest in the Landak Project. The Company acquired the option from Kimba pursuant to a Deed of Assignment dated 25 August 2008. Kimba was granted the option by the Vendors by way of an option agreement dated 28 April 2008. Under the Deed of Assignment Kimba agreed to assign and transfer, and the Company agreed to assume and accept, the option to acquire an 80% interest in the Landak Project. The option expires on 30 September 2008.

Completion of the Acquisition is subject to and conditional upon:

Pg 5

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

• (a) Shareholders approving the issue of the Shares and Options to be issued as consideration for the Acquisition, and, if necessary, the transaction under the Agreement, pursuant to the ASX Listing Rules or the Corporations Act; and

• (b) any necessary government and regulatory consents or approvals of the transaction and/or the Agreement being obtained under the laws of Indonesia and Australia,

(together the Conditions Precedent).

The consideration payable to Kimba, the Symonds Group and the Vendors (and/ or their nominee(s)) for the Acquisition is:

• (a) Initial Payment: $50,000 (exclusive of GST) upon the DoA becoming unconditional (which is non-refundable) to Kimba;

• (b) Exercise Payment: (payable only if the Company exercises the option to acquire an interest in the Landak Project);

• (i) $20,000 (exclusive of GST), 1,200,000 Shares and 1,000,000 Options (as outlined in section 1.4 and 1.5 below) to the Vendors upon the exercise of the option;

• (ii) $50,000 (exclusive of GST), 3,000,000 Shares and 2,500,000 Options (as outlined in section 1.4 and 1.5 below)to Kimba upon the exercise of the option; and

• (iii) $30,000 (exclusive of GST), 1,800,000 Shares and 1,500,000 Options (as outlined in section 1.4 and 1.5 below) to the Symonds Group upon the exercise of the option.

• (c) JORC Payment: In the event that a JORC compliant resource of at least 50 million metric tonnes is identified at the Landak Project, Midwinter will make the following payments:

• (i) $200,000 (exclusive of GST) to the Vendors;

• (ii) $500,000 (exclusive of GST) to Kimba; and

• (iii) $300,000 (exclusive of GST) to the Symonds Group.

The consideration payable to the Vendors to exercise the option and acquire an 80% interest in the Landak Project is:

• (a) $150,000 on the exercise of the option; and

• (b) $100,000 within 12 months of the exercise of the option.

The Vendors’ 20% interest in the Landak Project will be free carried to completion of a feasibility study.

Kimba, the Symonds Group and the Vendors are non-related parties of the company.

1.4 ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that without the approval of holders of ordinary securities, a company must not issue during a 12 month period any equity securities, or other securities with rights of conversion to equity (such as an option), if the number of those

Pg 6

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

securities exceeds 15% of the total ordinary shares on issue at the commencement of that 12 month period.

The number of securities to be issued as consideration for the Acquisition exceeds 15% of the total ordinary securities on issue. Accordingly, shareholder approval is required to issue 6,000,000 Shares and 5,000,000 Options to the Vendors, Kimba and Symonds Group (and/ or their nominee(s)).

The following information is provided in accordance with Listing Rule 7.3:

• (a) the maximum number of securities to be issued pursuant to Resolution 1 is: (i) 6,000,000 Shares; and (ii) 5,000,000 Options;

• (b) the Shares and Options will be issued for no cash consideration;

• (c) the Shares will be issued at a deemed issue price of $0.25 each;

• (d) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that allotment will occur on the same date;

• (e) the allottees of the Shares and Options are set out in Section 1.3 above. None of the allottees are related parties or associates of the Company;

• (f) the Shares will rank equally with the Company’s currently issued Shares;

• (g) the Options will be issued on the terms and conditions and at the times set out in Section 1.5 below; and

• (h) no funds will be raised from the issue of the Shares and Options as they are being issued as consideration for the Acquisition.

1.5 Terms of the Options

The terms and conditions of the Options are as follows:

• (a) each Option entitles the holder, on exercise, to one (1) Share;

• (b) the Options will expire at 5.00pm (WST) on 14 February 2010 (Expiry Date);

• (c) subject to paragraph (d), the Options are exercisable at any time on or prior to the relevant Expiry Date by completing an option exercise form and delivering it together with the payment for the number of Shares in respect of which the Options are exercised to the registered office of the Company;

• (d) the Options may not be exercised without prior Shareholder approval under Item 7 of Section 611 of the Corporations Act if the issue of Shares on exercise would result in the contravention of Section 606(1) of the Corporations Act;

• (e) the exercise price of the Options is $0.50.

Pg 7

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

• (f) an Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised;

• (g) all Shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s then issued Shares;

• (h) the Company will not apply for quotation of the Options on ASX, however it will apply for quotation of all Shares issued upon exercise of the Options;

• (i) there are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 business days after the issue is announced. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue; and

• (j) if at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules.

1.6 Directors' Recommendation

The Board believes that the acquisition of an interest in the Landak Project will be beneficial for the Company. The Board recommends Shareholders vote in favour of Resolution 1 as it allows the Company to acquire an interest in the Landak Project.

ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders should read this Explanatory Statement carefully before deciding how to vote on the Resolution.

Attached to the Notice of Meeting is a proxy form for use by Shareholders. Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, to complete, sign and return the proxy form to the Company in accordance with the instructions contained in the proxy form and the Notice of Meeting. Lodgement of a proxy form will not preclude a shareholder from attending and voting at the Meeting in person.

Enquiries

All enquiries in relation to the contents of the Notice of Meeting or Explanatory Statement should be directed to the Company Secretary, Mr Piers Lewis (telephone: +618 9388 2967).

Pg 8

Midwinter Resources NL ABN 29 126 129 413

2. GLOSSARY OF TERMS

In this Explanatory Statement:

“Acquisition”

“ACN”

“ASIC”

“ASX”

“ASX Listing Rules” or “Listing Rules”

“Board”

“Corporations Act”

“Director”

“Kimba”

“Landak Project”

“Midwinter” or “Company”

“Meeting”

“Notice of Meeting”

“Option”

“Resolutions”

“Share”

“Shareholder”

“Symonds Group”

“Vendors”

The acquisition by the Company from Kimba of an option to acquire an 80% interest in the Landak Project held by the Vendors.

Australian Company Number.

Australian Securities and Investments Commission.

ASX Limited (ACN 008 624 691) trading as the Australian Securities Exchange.

The Official Listing Rules of ASX as amended from time to time.

The board of Directors.

The Corporations Act 2001 (Commonwealth).

A director of Midwinter Resources NL.

Kimba Resources Pty Ltd.

Landak bauxite project held by the Vendors and located in Kalimantan, Indonesia.

Midwinter Resources NL (ABN 29 126 129 413).

The Meeting of the Company to be held on 30 September 2008.

The notice convening the Meeting, which accompanies this Explanatory Statement.

An option to acquire a Share issued on the terms and conditions set out in Section 1.5.

Resolutions in the Notice of Meeting.

A fully paid ordinary share in the capital of the Company.

The registered holder of a Share in the Company.

Symonds Investment Holdings Pty Ltd as trustee for the Symonds Family Trust; McGhee Investment Holdings Pty Ltd as trustee for the McGhee Family Trust; Smartfield International Limited; and the Lomax Group.

PT Taminarta Kencana; PT Tamindo Mutiara Perkarsa; and PT Sumber Tirta Sejati.

Pg 9

Midwinter Resources NL ABN 29 126 129 413

PROXY FORM

The Secretary Midwinter Resources Limited Level 1, 22 Oxford Close West Leederville WA 6007

being a member/members of Midwinter Resources NL (the “Company”) hereby appoint

Print proxy’s name in full

of print proxy’s address and (if you wish to appoint two proxies) print second proxy’s name in full

of

print second proxy’s address

or, in the proxy’s/proxies’ absence or if no other appointee is mentioned, the Chairman of the meeting as my/our proxy/proxies to vote for me/us on my/our behalf at the General Meeting of the Company to be held at the Celtic Club, The President’s Room, 48 Ord Street, West Perth, Western Australia, 6005, at 10.00am, 30 September 2008 and at any adjournment of that meeting in respect of ……………………of my/our shares or, failing any number being specified, ALL of my/our shares.

If you do not wish to direct your proxy how to vote, please place a mark in the box. By marking this box, or by failing to specify a proxy above, you appoint the Chairman of � the Meeting as your proxy to act generally at the Meeting on your behalf.

Proxies appointing the Chairman which do not specify the way in which the proxy is to vote on the resolution will be recorded as voting in favour of the resolution.

If you wish to indicate how your proxy is to vote, please tick the appropriate places below. If no indication is given on the resolution, the proxy may abstain or vote at his or her discretion.

I/We direct my/our proxy to vote as indicated below:

RESOLUTION	RESOLUTION	RESOLUTION	FOR	FOR	AGAINST ABSTAIN	AGAINST ABSTAIN
1.		Approval of Grant of Shares and Options
Note:		1.	If you have appointed two proxies the proportion of your voting rights allocated to
			each proxy is:
			Proxy No. 1 _% Proxy No. 2 _%.
		2.	If the appointment of a proxy is signed by the appointor’s attorney, this form must
			be accompanied by the authority under which the appointment			was signed, or a
			certified copy of the authority.
The	completed Form of proxy may be:
•	Mailed to		the address on this form; or
•	Faxed to the Company on (08) 9381 5911

Pg 10

Midwinter Resources NL ABN 29 126 129 413

PROXY FORM

Signed this day of 2008 If a natural person: SIGNED by ) in the presence of: ) ) (Signature) (Signature of Witness) (Name of Witness in full) If a Company: THE COMMON SEAL of ) ) ACN ) was affixed in the presence of: )

(Signature of Secretary/other Director) (Signature of Director/Sole Director) (Name of Secretary/other Director in full) (Name of Director/Sole Director in full)

PROXY VOTES

A vote given in accordance with the terms of an instrument or proxy is valid notwithstanding the previous death or unsoundness of mind of the principal, the revocation of the instrument (or the authority under which the instrument was executed), or the transfer of the Share in respect of which the instrument or power is given, if no intimation in writing of the death, unsoundness of mind, revocation or transfer has been received by the Company at the Registered Office before the commencement of the Meeting or adjourned Meeting at which the instrument is used or the power is exercised.

REPRESENTATIVES OF CORPORATE SHAREHOLDERS

A body corporate (“the Appointor”) that is a Shareholder may authorise, in accordance with Section 250D of the Corporations Act 2001, by resolution of its Directors or other governing body such person or persons as it may determine to act as its Representative at any Meeting of the Company or of any class of Shareholders. A person so authorised shall be entitled to exercise all the rights and privileges of the Appointor as a Shareholder. When a Representative is present at a Meeting of the Company, the Appointor shall be deemed to be personally present at the Meeting unless the Representative is otherwise entitled to be present at the Meeting.

Pg 11