LIVIUM LTD - Proxy Solicitation & Information Statement 2010

Midwinter Resources NL ABN 29 126 129 413

NOTICE OF GENERAL MEETING

– and –

EXPLANATORY STATEMENT

– and –

PROXY FORM

DATE AND TIME OF MEETING: 13 September 2010 at 9.00am

VENUE:

Level 2, 38 Richardson 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 Level 2, 38 Richardson Street, West Perth, Western Australia 6005, at 9.00am, 13 September 2010.

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

AGENDA

ORDINARY BUSINESS

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

1. Ordinary Resolution 1 – Ratification of Past Issue of Shares to Capricorn Vendors

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 7.4 and for all other purposes, Shareholders ratify the issue of 1,000,000 Shares to the Capricorn Vendors (and/ or their nominee(s)) 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 7.5, the Company will disregard any votes cast on this resolution by any person who participated in the issue, 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.

2. Ordinary Resolution 2 – Approval of Future Issue of Shares to Capricorn Vendors

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, Shareholders approve the issue 4,000,000 Shares to the Capricorn Vendors (and/ or their nominee(s)) 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 7.3, 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.

Pg 2

3. Ordinary Resolution 3 – Approval of Issue of Shares to Director

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

“That subject to and conditional on the passing of Resolution 2, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 100,000 Shares to Martin Pyle as trustee for The Martin Pyle Superfund as nominee of a Capricorn Vendor 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 10.13, the Company will disregard any votes cast on this resolution by Martin Pyle as trustee for The Martin Pyle Superfund, and any associates of Martin Pyle as trustee for The Martin Pyle Superfund. 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.

4. Ordinary Resolution 4 – Issue of Options to Mr Martin Pyle

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

“That subject to and conditional on the passing of Resolution 2, for the purposes of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act and for all other purposes, approval is given for the Company to allot and issue 1,000,000 Options to Mr Martin Pyle (and/or his nominee(s)), for the purposes, on the terms and conditions and in the manner described in the Explanatory Memorandum accompanying this Notice of Meeting.”

Voting Exclusion: For the purposes of ASX Listing Rule 10.11 and section 224 of the Corporations Act, the Company will disregard any votes cast on this Resolution by Mr Martin Pyle and any of his associates. 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.

5. Ordinary Resolution 5 – Issue of Options to Mr Bryan Dixon

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

“That subject to and conditional on the passing of Resolution 2, for the purposes of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act and for all other purposes, approval is given for the Company to allot and issue 1,000,000 Options to Mr Bryan Dixon (and/or his nominee(s)), for the purposes, on the terms and conditions and in the manner described in the Explanatory Memorandum accompanying this Notice of Meeting.”

Voting Exclusion: For the purposes of ASX Listing Rule 10.11 and section 224 of the Corporations Act, the Company will disregard any votes cast on this Resolution by Mr Bryan Dixon and any of his associates. 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.

Pg 3

6. Ordinary Resolution 6 – Issue of Options to Mr Philip Miolin

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

“That subject to and conditional on the passing of Resolution 2, for the purposes of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act and for all other purposes, approval is given for the Company to allot and issue 175,000 Options to Mr Philip Miolin (and/or his nominee(s)), for the purposes, on the terms and conditions and in the manner described in the Explanatory Memorandum accompanying this Notice of Meeting.”

Voting Exclusion: For the purposes of ASX Listing Rule 10.11 and section 224 of the Corporations Act, the Company will disregard any votes cast on this Resolution by Mr Philip Miolin and any of his associates. 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.

7. Ordinary Resolution 7 – Issue of Options to Mr David Seymour

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

“That subject to and conditional on the passing of Resolution 2, for the purposes of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act and for all other purposes, approval is given for the Company to allot and issue 175,000 Options to Mr David Seymour (and/or his nominee(s)), for the purposes, on the terms and conditions and in the manner described in the Explanatory Memorandum accompanying this Notice of Meeting.”

Voting Exclusion: For the purposes of ASX Listing Rule 10.11 and section 224 of the Corporations Act, the Company will disregard any votes cast on this Resolution by Mr David Seymour and any of his associates. 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.

8. Special Resolution 8 – Approval of Proportional Takeover Provision

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

“That, pursuant to sections 136 and 648G of the Corporations Act 2001 (Cth), the Company’s Constitution be amended by inserting a new Clause 163 (Proportional Takeover Rule) in the form set out in the Explanatory Memorandum.”

PROXIES

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.
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

Pg 4

Company prior to the Meeting, or be presented at the Meeting before registering on the attendance register for the Meeting.

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 2, 38 Richadson Street, West Perth, Western Australia 6005, or by facsimile (61 8) 9322 6451 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.

An instrument appointing a proxy:

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;
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;
c) shall be deemed to confer authority to demand or join in demanding a poll;
d) shall be in such form as the Directors determine and which complies with Section 250A of the Corporations Act 2001;
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 5.00pm WST on Tuesday, 11 September 2010 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

Piers Lewis Company Secretary Dated: 11 August 2010

Pg 5

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 Resolutions 1 to 8 of the General Meeting of members to be held at the Level 2, 38 Richardson Street, West Perth, Western Australia 6005, at 9.00am, 13 September 2010.

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 8 of this Explanatory Memorandum for a glossary of terms.

1. RESOLUTIONS 1 AND 2: “RATIFICATION OF PAST ISSUE OF SHARES TO CAPRICORN VENDORS” AND “APPROVAL OF FUTURE ISSUE OF SHARES TO CAPRICORN VENDORS”

1.1 Background

On 10 June 2010, Midwinter announced that it had signed a Heads of Agreement to acquire a 70% beneficial interest in the Northern Lights iron ore project located in the Limpopo District in the Republic of South Africa (Northern Lights Project). On 21 July 2010, the Company announced that it had completed its due diligence enquiries in respect of the Northern Lights Project and executed a formal binding agreement in respect of the acquisition (Sale Agreement).

Pursuant to the Sale Agreement, the interest in the Northern Lights Project will be acquired by way of the acquisition of all of the issued capital of Capricorn Iron Limited (Capricorn), a company incorporated in Guernsey. Resolution 1 seeks Shareholder ratification for the prior issue of 1,000,000 Shares to the Capricorn Vendors (and/ or their nominee(s)), and Shareholder approval to the future issue of 4,000,000 Shares to the Capricorn Vendors, in part consideration for the acquisition.

1.2 Background on the Northern Lights Project

The Northern Lights Project is a magnetite iron ore project in a known iron ore province of the Limpopo District in the Republic of South Africa. There is potential for the discovery of significant magnetite resources hosted in metamorphosed banded iron formations (“BIFs”) similar in style to that defined by Ferrum Crescent Ltd at the Moonlight Project to the south (310Mt @ 29% Fe). This style of mineralisation typically produces coarse, high quality Fe concentrates from relatively straight forward beneficiation of magnetite ores (coarse grind and low intensity magnetic separation). The Project area displays surface outcrop of magnetite and has had limited exploration carried out including regional airborne magnetic survey, mapping, and surface sampling. The regional airborne magnetic data (1km line spaced contour image) shows the Northern Lights Project has larger and possibly more intense magnetic targets than that displayed by the Moonlight Deposit (Map 1). Systematic exploration is planned to define priority targets for first pass drilling by Midwinter. Quotes are currently being sourced for a more detailed airborne survey which will provide invaluable information for follow-up targeting. Further detailed geological mapping, trenching and/or pitting to better expose previously mapped subcrops and possibly ground geophysics may also be undertaken to help site drill holes.

Pg 6

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

Location and Infrastructure

The total distance by sealed roads from Pretoria, South Africa to the Northern Lights Project is approximately 400km. The Northern Lights Project is surrounded by excellent infrastructure:

National highways connecting Project area to Pretoria the national capital and Johannesburg the center of South Africa’s famous gold industry
80kms from a railway line which connects to the steel mills located around Pretoria. Annual steel production capacity in South Africa is approximately 8Mt/yr.
High tensile powerlines running through the middle of Project connecting to the Matimba Power Station (4GW) approximately 100km’s to the south. Adjacent to Matimba is 4.8GW Medupi Power Station presently under construction.
4km’s from the Limpopo River.

Geology

The geological setting of the Northern Lights Project lies within the Late Archaean Limpopo Mobile Belt (LMB) characterised by high grade regional metamorphism and intense deformation. Deformational events is believed to have resulted in the metamorphism and re-crystallisation of fine grained oxide facies BIF such as those found at Northern Lights and the nearby Moonlight deposit.. The coarse grained nature of the meta-BIF and low levels of deleterious elements is believed to be a result of the metamorphism and re-crystallisation event.

The area is very flat and largely covered by shallow tertiary alluvium sand and calcrete (Kalahari Sands). The regional trend of the metamorphic belt is east-west in an arcuate belt through the centre of the project and is loosely defined by the regional air magnetic contours.

Airborne Geophysics Data

The regional airborne magnetic data covers approximately 70% of the Northern Lights Project. This airborne magnetic data shows significant and intense magnetic features associated with some of the mapped extent of the meta-BIF at Northern Lights. It appears to confirm the presence of BIF basement with a several large magnetic anomalies (plus 6,000nT) the largest coherent anomaly being of approximately 5 x 1.5km in size. This coincides with part of the area sampled and where most extensive BIF scree was found. The outcrop identified to date lies between magnetic features but is part of a broad magnetic high stretching over 28km east west through the Project. Planning to fly more detailed flying of airborne magnetic is underway.

Sample Analysis

A total of 12 samples were collected by Midwinter during a recent site visit (Table 1 below). Previous rock chip sample data is also shown in Table 1 with the corresponding check sampling analyses as part of Midwinter’s due diligence site visit. Samples collected by Midwinter range from 28% – 41% Fe. Generally it was noted that in hand specimen magnetite was medium to coarse grained (1mm to 5mm) and inter-layered with quartz and moderately weathered.

Pg 7

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

Table 1.	Vendor’s & Midwinter’s Rock Chip Sampling	Vendor’s & Midwinter’s Rock Chip Sampling
SAMPLE	Vendor Samples	Midwinter Samples
	FE	FE Al2O3 P S SiO2
DESCRIPTION	%	% % % % %

CAP 01	33.8	30.8 0.17 0.05 0.01 55.2
CAP 02	40.3	28.2 0.25 0.03 0.00 59.7
CAP 03	31.8	31.9 0.50 0.03 0.00 53.2
CAP 04	31.1	33.5 0.23 0.03 0.00 50.9
CAP 05	35.6	39.2 0.33 0.03 0.00 43.5
CAP 06	38.2	40.2 0.43 0.04 0.00 40
CAP 07	Not sampled	32.5 0.27 0.01 0.00 51.8
CAP 08	Not sampled	41.0 0.84 0.01 0.00 38.5
CAP 09	38.3	37.5 0.18 0.04 0.00 45.1
CAP 10	41.5	40.2 0.32 0.03 0.01 41.1
CAP 11	39.4	28.1 0.65 0.06 0.02 57.2
CAP 12	36.0	37.9 0.10 0.01 0.00 45.6
ML003	37.9	Not sampled
ML010	41.0	Not sampled
ML011	37.0	Not sampled
ML012	39.2	Not sampled
ML014	40.0	Not sampled
ML016	40.6	Not sampled
Average	37.6	35.1 0.36 0.03 0.01 48.5

Assays indicate the mineralization is low in impurities. The magnetite samples suggest the contaminants levels are very low which should allow for production of a clean iron concentrate.

Competent Persons Statement:

The information contained in the report that relates to Exploration Results of projects in which Midwinter Resources NL has or will acquire an interest is based on information compiled or reviewed by Mr. Brendan Cummins, who is an employee of the Company. Mr. Brendan Cummins is a Member of the Australasian Institute of Geoscientists 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. Brendan Cummins 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 Sale Agreement

Midwinter entered into the Sale Agreement for the sale and purchase of 100% of the entire issued share capital of Capricorn via 2 tranches of 49% and 51% each. The

Pg 8

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

aggregate consideration payable by the Company under the Sale Agreement is as follows:

1,000,000 fully paid ordinary shares in Midwinter issued on execution of the Sale Agreement on 21 July 2010 (these Shares are the subject of Resolution 1);
4,000,000 fully paid ordinary shares in Midwinter to be issued on approval of the transaction by Shareholders to acquire a 49% interest in Capricorn (these Shares are the subject of Resolution 2);
5,000,000 fully paid ordinary shares in Midwinter on obtaining the consent of the South African Minister of Natural Resources to the transaction, at which time the Company will acquire the remaining 51% interest in Capricorn, such that it holds a 100% interest in Capricorn;
10,000,000 25 cent contributing shares partly paid to 0.01 cents ("Contributing Shares") upon a JORC Resource of 200 million tonnes at a grade of no less than 30% Fe being established. These Contributing Shares will be issued on the same basis as the existing partly paid contributing shares on issue in the Company;
5,000,000 Contributing Shares to be issued upon a JORC Resource of 500 million tonnes at a grade of no less than 30% Fe being established; and
5,000,000 Contributing Shares to be issued upon a JORC Resource of 1 billion tonnes at a grade of no less than 30% Fe being established.

If the relevant conditions referred to above in respect of the issue of the Contributing Shares have not been satisfied by 31 December 2012, the Company’s obligation to issue the Contributing Shares lapses and the other terms and conditions o the Sale Agreement (including the Company’s rights to and interest in the Northern Lights Project) will continue in force.

The Sale Agreement is subject to Shareholder approval for the purposes of Resolution 2 being obtained by no later than 30 September 2010 or such later date as the parties may agree in writing.

If the consent of the South African Minister of Mineral Resources to the acquisition of the final 51% interest in Capricorn by the Company is not obtained by 31 December 2012 or such later date as Midwinter may unilaterally determine by notice in writing to the Capricorn Vendors (Condition Satisfaction Date), any obligation of the Company to issue securities which have not yet been issued will terminate and the parties to the Sale Agreement will immediately commence negotiations to restructure the transactions the subject of the Sale Agreement, such that:

the consent of the South African Minister of Mineral Resources to the transactions the subject of the Sale Agreement is not required; and
the commercial effects of the transactions that are the subject of the Sale Agreement remain the same (or as close as is possible the same) for the parties.
If the parties have not successfully negotiated a restructure of the transactions the subject of the Sale Agreement as set out above within one month of the parties becoming aware that the South African Minister of Mineral Resources has rejected the application for her consent or the Condition Satisfaction Date without the South African Minister of Mineral Resources having provided her consent, the Company may by notice in writing to the Capricorn Vendors require the parties to take all such steps as may be necessary to sell Capricorn and its assets for the maximum available price. All proceeds from the sale will revert to the Company.

Resolution 1 seeks to obtain Shareholder ratification of 1,000,000 Shares that were issued to the Capricorn Vendors under the Sale Agreement on 21 July 2010. Resolution 2 seeks Shareholder approval to the issue of a further 4,000,000 Shares to

Pg 9

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

the Capricorn Vendors under the Sale Agreement in consideration for the acquisition of a 49% interest in Capricorn. If Resolution 2 is not passed by Shareholders, the acquisition of an interest in the Northern Lights Project by the Company will not proceed but the Capricorn Vendors will remain entitled to the 1,000,000 Shares already issued.

The balance of the Shares to be issued under the Sale Agreement (a maximum aggregate of 5,000,000 ordinary fully paid shares and 20,000,000 ordinary partly paid shares) will, subject to the satisfaction of various conditions, either be issued under the Company’s 15% capacity under Listing Rule 7.1 (see below for details) (if permitted) or with prior Shareholder approval obtained at a future meeting.

The Sale Agreement contains additional provisions, including warranties in respect of the Northern Lights Project and Capricorn and indemnities in favour of the Company, considered standard in an agreement of this type. The maximum liability of the Capricorn Vendors under the Sale Agreement is the market value of the Shares and Contributing Shares issued to the Capricorn Vendors.

1.4 Resolution 1 – ASX Listing Rule 7.4

ASX Listing Rule 7.1 provides that (subject to certain exceptions, none of which are relevant here) prior approval of shareholders is required for an issue of securities by a company if the securities will, when aggregated with the securities issued by the company during the previous 12 months, exceed 15% of the number of the shares on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 provides that where a company ratifies a prior issue of securities, the issue will be treated as having been made with approval for the purpose of Listing Rule 7.1, thereby replenishing the company’s 15% capacity and enabling it to issue further securities up to that limit.

Resolution 1 proposes the ratification and approval of the allotment and issue of 1,000,000 Shares for the purpose of satisfying the requirements of ASX Listing Rule 7.4. The information required to be provided to shareholders to satisfy ASX Listing Rule 7.4 is specified in ASX Listing Rule 7.5. In compliance with the information requirements of ASX Listing Rule 7.5, Shareholders are advised of the following particulars in relation to the allotment and issue of Shares pursuant to Resolution 1:

(a) Date of allotment and issue of securities

21 July 2010.

(b) Number of securities allotted and issued

1,000,000 Shares.

(c) Price at which securities were allotted and issued

The Shares were not issued for cash consideration.

Pg 10

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

(d) The terms of the securities

The Shares the subject of Resolution 1 rank equally in all respects with the existing fully paid ordinary shares on issue.

(e) The basis on which allottees were determined

The allottees of the Shares were the Capricorn Vendors and/or their nominees (being Fehu Capital Pty Ltd, Richmond Resources Pty Ltd and Wilgus Investments Pty Ltd). None of the allottees of the Shares to be ratified under Resolution 1 are related parties or associates of the Company.

(f) The use of the funds raised

No funds were raised pursuant to the issue of the Shares the subject of Resolution 1. The Shares were issued in part consideration for the acquisition of an interest in the Northern Lights Project pursuant to the Sale Agreement, as summarised in Section 1.3 above.

1.5 Resolution 2 – 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 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 part consideration for the acquisition of the interest in the Northern Lights Project exceeds 15% of the total ordinary securities on issue in the Company. Accordingly, Shareholder approval is required to issue 4,000,000 Shares to the Capricorn Vendors (and/ or their nominee(s)) in part consideration for the acquisition of an interest in the Northern Lights Project under the Sale Agreement.

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

(a) the maximum number of securities to be issued to the Capricorn Vendors (and/ or their nominee(s)) under Resolution 2 is 4,000,000 Shares;
(b) the Shares will be issued for no cash consideration;
(c) the Shares will be issued at a deemed issue price of $0.16 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. It is proposed that the Shares are issued within 5 business days of the meeting;
(e) the allottees of the Shares are the shareholders of Capricorn Iron Limited, being Fehu Capital Pty Ltd, Richmond Resources Pty Ltd and Wilgus Investments Pty Ltd and/or their nominees. Subject to Resolution 3, none of the allottees are related parties or associates of the Company;

Pg 11

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

(f) the Shares will rank equally with the Company’s current issued Shares; and
(g) no funds will be raised from the issue of the Shares as they are being issued as part consideration for the acquisition of a 70% interest in the Northern Lights Project on the terms and conditions summarised in Section 1.3 above.

1.6 Directors' Recommendation

The Board believes that the acquisition of the Northern Lights Project will be beneficial for the Company. The Board (with the exception of Mr Pyle who has abstained from considering the matter) recommends Shareholders vote in favour of Resolution 2 as it allows the Company to acquire an interest in the Northern Lights Project. The Board (with the exception of Mr Pyle) also recommends Shareholders vote in favour of Resolution 1 as it allows the Company to replenish its 15% capacity under Listing Rule 7.1 and maintain the flexibility to issue future securities up to that limit without prior Shareholder approval.

2. RESOLUTION 3: “APPROVAL OF ISSUE OF SHARES TO DIRECTOR”

ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities to a related party of the company.

If Resolution 3 is passed, Martin Pyle as trustee for The Martin Pyle Superfund, as the nominee of Richmond Resources Pty Ltd (a Capricorn Vendor), will be entitled to subscribe for up to 100,000 Shares which would otherwise be issued to Richmond Resources Pty Ltd under the Sale Agreement summarised in Section 1.3 above (out of the 4,000,000 Shares the subject of Resolution 2). Martin Pyle is a Director of the Company and has a material personal interest in The Martin Pyle Superfund.

ASX Listing Rule 10.13 sets out a number of matters which must be included in a notice of meeting proposing an approval of an issue of securities under ASX Listing Rule 10.11. For the purposes of ASX Listing Rule 10.13, the following information is provided in relation to Resolution 3:

(a) The name of the person to whom the securities are to be issued

The Shares are to be issued to Martin Pyle as trustee for The Martin Pyle Superfund. Chairman Martin Pyle has in interest in The Martin Pyle Superfund.

(b) The maximum number of securities to be issued

The maximum number of securities which may be issued to Martin Pyle as trustee for The Martin Pyle Superfund is 100,000 Shares.

(c) The date by which the Company will issue the securities

The Shares will be allotted and issued no later than one month after the date of this General Meeting (or such later date to the extent permitted by any ASX waiver of the Listing Rules).

Pg 12

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

(d) The issue price and terms and conditions of the securities

The Shares will be issued on the same terms and conditions set out in Resolution 2 in part consideration for an acquisition by the Company of an interest in the Northern Lights Project. Richmond Resources Pty Ltd is entitled to be issued the Shares under the Sale Agreement summarised in Section 1.3 above and has nominated Martin Pyle as trustee for The Martin Pyle Superfund as its nominee to receive 100,000 Shares for nil consideration. Richmond Resources Pty Ltd holds its interest in Capricorn as trustee of a discretionary trust. Martin Pyle as trustee for The Martin Pyle Superfund is one of a number of beneficiaries of the trust. Mr Pyle does not otherwise have an interest in the Northern Lights Project, Capricorn or Richmond Resources Pty Ltd and specifically, does not control Richmond Resources Pty Ltd. The Shares will rank equally with the existing fully paid ordinary shares on issue.

(e) Intended use of the funds raised

No funds will be raised from the issue of the Shares as they are being issued as part consideration for the acquisition of an interest in the Northern Lights Project on the terms and conditions summarised in Section 1.3 above.

3. RESOLUTION 4: “ISSUE OF OPTIONS TO MR MARTIN PYLE”

Resolution 4 seeks Shareholder approval for the issue of 1,000,000 Options (Options) to Mr Martin Pyle (and/or his nominee(s)) as part of his remuneration package. The Options are proposed to be issued to Mr Pyle as an incentive to provided dedicated and ongoing services to Midwinter.

The ASX Listing Rules and the Corporations Act set out a number of regulatory requirements which must be satisfied in connection with the proposed issue of securities to Mr Pyle. These are summarised below.

Resolution 4 is subject to Shareholders approving Resolution 2, to allow the Company to proceed with the acquisition of an interest in the Northern Lights Project.

3.1 ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities (including an option) to a related party of the company.

If Resolution 4 is passed, securities will be issued to Mr Pyle, who will be a related party of the Company. Accordingly, approval for the proposed issue of Options to Mr Pyle is required pursuant to ASX Listing Rule 10.11.

In accordance with ASX Listing Rule 7.2 Exception 14, approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the securities to Mr Pyle as approval is being obtained under ASX Listing Rule 10.11. ASX Listing Rule 7.1 provides that (subject to certain exceptions) prior approval of shareholders is required for an issue of securities by a company if the securities will, when aggregated with the securities issued by the company during the previous 12 months, exceed 15% of the number of the shares on issue at the commencement of that 12 month period. Shareholders

Pg 13

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

should note that the issue of securities to Mr Pyle will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

(a) the Options will be issued to Mr Martin Pyle and/ or his nominee(s);
(b) the maximum number of Options to be issued by the Company under this Resolution is 1,000,000 Options;
(c) the Options be issued no later than one month after the date of the Meeting or such later date to the extent permitted by any ASX waiver;
(d) the Options will be issued for no cash consideration;
(e) the Options will have an exercise price of $0.25 each and expire four years from the date of issue. The Options will otherwise be issued on the terms and conditions set out in Annexure “B”; and
(f) no funds will be raised from the issue of the Options as the purpose of the issue is to give Mr Pyle an incentive to provide dedicated and ongoing commitment to the Company.

3.2 Section 208 of the Corporations Act

Under Chapter 2E of the Corporations Act, a public company cannot give a “financial benefit” to a “related party” unless one of the exceptions set out in sections 210 to 216 of the Corporations Act apply or shareholders have in a general meeting approved the giving of that financial benefit to the related party.

The proposed issue of 1,000,000 Options to Mr Pyle constitutes a “financial benefit” as defined the Corporations Act. Further, Mr Pyle will be a “related party” of the Company as defined under the Corporations Act. Accordingly, the proposed issue of Options to Mr Pyle pursuant to Resolution 4 will constitute the provision of a financial benefit to a related party of the Company.

It is the view of the Directors that the exceptions under the Corporations Act to the provision of a financial benefit to a related party may not apply in the current circumstances. The Directors have determined to seek Shareholder approval under Section 208 of the Corporations Act to permit the issue of the securities to Mr Pyle on the terms of Resolution 4.

Sections 217 to 227 of the Corporations Act

Pursuant to Sections 217 to 227 of the Corporations Act, the Company provides the following information to Shareholders in respect of the proposed financial benefit to be given to Mr Pyle:

(a) the related party to whom the financial benefit will be given is Mr Martin Pyle who is the Chairman of the Company;
(b) the maximum number of securities (being the nature of the financial benefit to be provided) to be issued is 1,000,000 Options;
(c) in resolving to issue the securities to Mr Pyle, subject to obtaining Shareholder approval, the Directors (other than Mr Pyle) considered Mr Pyle’s experience and the market price of the Shares;

Pg 14

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

(d) none of the Directors other than Mr Pyle has a material personal interest in the subject matter of Resolution 4. Each of the Directors other than Mr Pyle recommends that Shareholders vote in favour of Resolution 4;
(e) Mr Pyle is paid $50,000 per annum for his services as the Chairman of the Company;
(f) Mr Pyle currently has 1,137,037 Ordinary Shares and 1,403,143 Partly Paid Shares;
(g) if Shareholders approve the issue of securities to Mr Pyle and all of the Options are exercised, the effect will be to dilute the shareholding of existing Shareholders by approximately 3.8% on an undiluted basis and based on the number of Shares on issue as at 29 July 2010. The market price for Shares during the term of the Options would normally determine whether or not Mr Pyle exercises the Options. If, at the time any of the Options are exercised, the Shares are trading on ASX at a price that is higher than the exercise price of the Options, there may be a perceived cost to the Company. The highest, lowest and last trading prices of Shares on ASX during the last 12 months are set out below:

	Date	Price
Highest	24 May–10 Jun 2010	$0.18
Lowest	31 July 2009	$0.067
Last	29 July 2010	$0.12

(h) ASIC in reviewing documents lodged under section 218 relating to the giving of financial benefits to related parties of public companies requires explanatory information regarding the value of the Options proposed to be granted. The value of the Options has been calculated using the Black-Scholes Option pricing model and is set out in Section 2.4 below; and
(i) additional information in relation to Resolution 4 is set out throughout this Explanatory Memorandum. Shareholders should therefore read the Notice and Explanatory Memorandum in its entirety before making a decision as to how to vote on Resolution 4.

3.3 Valuation of the Options

It is a requirement of ASIC that a dollar value be placed on the Options proposed to be issued to Mr Pyle for inclusion in this Explanatory Memorandum. ASIC has indicated that the Black-Scholes Option Pricing Model is acceptable.

The Options have been valued using the Black-Scholes pricing model based upon the assumptions set out in Annexure “C”.

Based on this valuation, the securities proposed to be issued to Mr Pyle pursuant to Resolution 4 have been valued as follows:

1,000,000 Options

$93,187 (29 July 2010)

3.4 Directors’ Recommendations

None of the Directors (other than Mr Pyle) have any personal interest in the outcome of Resolution 4. The Directors (other than Mr Pyle) believe that the proposed

Pg 15

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

transaction is beneficial to the Company as it will provide appropriate incentives to Mr Pyle and is consistent with the philosophy held by the Directors that the future success of the Company will depend in large measure on the skills and motivation of the people engaged in and overseeing the management of the Company’s operations and that it is therefore important that the Company is able to attract and retain people of the highest calibre.

The Directors consider that the most appropriate means of achieving this is to reward Directors for their performance, to provide Directors with an opportunity to participate in the Company’s future growth and give them an incentive to contribute to that growth and to maximise returns to Shareholders.

The Directors (other than Mr Pyle) believe that the number and terms of the Options to be issued pursuant to Resolution 4 are commercial for the Company in light of the potential benefits, dilution effect and potential costs described in Section 3.2 above, and recommend Shareholders vote in favour of Resolution 4. Mr Pyle has abstained from considering or making any recommendation in respect of Resolution 4 due to his material personal interest.

4. RESOLUTION 5: “ISSUE OF OPTIONS TO MR BRYAN DIXON”

Resolution 5 seeks Shareholder approval for the issue of 1,000,000 Options (Options) to Mr Bryan Dixon (and/or his nominee(s)) as part of his remuneration package. The Options are proposed to be issued to Mr Dixon as an incentive to provided dedicated and ongoing services to Midwinter.

The ASX Listing Rules and the Corporations Act set out a number of regulatory requirements which must be satisfied in connection with the proposed issue of securities to Mr Dixon. These are summarised below.

Resolution 5 is subject to Shareholders approving Resolution 2, to allow the Company to proceed with the acquisition of an interest in the Northern Lights Project.

4.1 ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities (including an option) to a related party of the company.

If Resolution 5 is passed, securities will be issued to Mr Dixon, who will be a related party of the Company. Accordingly, approval for the proposed issue of Options to Mr Dixon is required pursuant to ASX Listing Rule 10.11.

In accordance with ASX Listing Rule 7.2 Exception 14, approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the securities to Mr Dixon as approval is being obtained under ASX Listing Rule 10.11. ASX Listing Rule 7.1 provides that (subject to certain exceptions) prior approval of shareholders is required for an issue of securities by a company if the securities will, when aggregated with the securities issued by the company during the previous 12 months, exceed 15% of the number of the shares on issue at the commencement of that 12 month period. Shareholders should note that the issue of securities to Mr Dixon will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

Pg 16

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

(a) the Options will be issued to Mr Bryan Dixon and/ or his nominee(s);
(b) the maximum number of Options to be issued by the Company under this Resolution is 1,000,000 Options;
(c) the Options be issued no later than one month after the date of the Meeting or such later date to the extent permitted by any ASX waiver;
(d) the Options will be issued for no cash consideration;
(e) the Options will have an exercise price of $0.25 each and expire four years from the date of issue. The Options will otherwise be issued on the terms and conditions set out in Annexure “B”; and
(f) no funds will be raised from the issue of the Options as the purpose of the issue is to give Mr Dixon an incentive to provide dedicated and ongoing commitment to the Company.

4.2 Section 208 of the Corporations Act

The proposed issue of 1,000,000 Options to Mr Dixon constitutes a “financial benefit” as defined the Corporations Act. Further, Mr Dixon will be a “related party” of the Company as defined under the Corporations Act. Accordingly, the proposed issue of Options to Mr Dixon pursuant to Resolution 5 will constitute the provision of a financial benefit to a related party of the Company.

Sections 217 to 227 of the Corporations Act

Pursuant to Sections 217 to 227 of the Corporations Act, the Company provides the following information to Shareholders in respect of the proposed financial benefit to be given to Mr Dixon:

(a) the related party to whom the financial benefit will be given is Mr Bryan Dixon who is a Director of the Company;
(b) the maximum number of securities (being the nature of the financial benefit to be provided) to be issued is 1,000,000 Options;
(c) in resolving to issue the securities to Mr Dixon, subject to obtaining Shareholder approval, the Directors (other than Mr Dixon) considered Mr Dixon’s experience and the market price of the Shares;
(d) none of the Directors other than Mr Dixon has a material personal interest in the subject matter of Resolution 5. Each of the Directors other

Pg 17

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

than Mr Dixon recommends that Shareholders vote in favour of Resolution 5;

(e) Mr Dixon is paid $50,000 per annum for his services as non-executive Director of the Company;
(f) Mr Dixon currently has a relevant interest in 12,000 Ordinary Shares and 6,000 $0.25 listed options expiring 30 Nov 2011;
(g) if Shareholders approve the issue of securities to Mr Dixon and all of the Options are exercised, the effect will be to dilute the shareholding of existing Shareholders by approximately 3.8% on an undiluted basis and based on the number of Shares on issue as at 29 July 2010. The market price for Shares during the term of the Options would normally determine whether or not Mr Dixon exercises the Options. If, at the time any of the Options are exercised, the Shares are trading on ASX at a price that is higher than the exercise price of the Options, there may be a perceived cost to the Company. The highest, lowest and last trading prices of Shares on ASX during the last 12 months are set out below:

	Date	Price
Highest	24 May–10 Jun 2010	$0.18
Lowest	31 July 2009	$0.067
Last	29 July 2010	$0.12

(h) ASIC in reviewing documents lodged under section 218 relating to the giving of financial benefits to related parties of public companies requires explanatory information regarding the value of the options proposed to be granted. The value of the Options has been calculated using the Black-Scholes Option pricing model and is set out in Section 4.3 below; and
(i) additional information in relation to Resolution 5 is set out throughout this Explanatory Memorandum. Shareholders should therefore read the Notice and Explanatory Memorandum in its entirety before making a decision as to how to vote on Resolution 5.

4.3 Valuation of the Options

It is a requirement of ASIC that a dollar value be placed on the Options proposed to be issued to Mr Dixon for inclusion in this Explanatory Memorandum. ASIC has indicated that the Black-Scholes Option Pricing Model is acceptable.

The Options have been valued using the Black-Scholes pricing model based upon the assumptions set out in Annexure “C”.

Based on this valuation, the securities proposed to be issued to Mr Dixon pursuant to Resolution 5 have been valued as follows:

1,000,000 Options $93,187 (29 July 2010)

4.4 Directors’ Recommendations

None of the Directors (other than Mr Dixon) have any personal interest in the outcome of Resolution 5. The Directors (other than Mr Dixon) believe that the proposed transaction is beneficial to the Company as it will provide appropriate incentives to Mr Dixon and is consistent with the philosophy held by the Directors

Pg 18

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

that the future success of the Company will depend in large measure on the skills and motivation of the people engaged in and overseeing the management of the Company’s operations and that it is therefore important that the Company is able to attract and retain people of the highest calibre.

The Directors (other than Mr Dixon) believe that the number and terms of the Options to be issued pursuant to Resolution 5 are commercial for the Company in light of the potential benefits, dilution effect and potential costs described in Section 4.2 above, and recommend Shareholders vote in favour of Resolution 5. Mr Dixon has abstained from considering or making any recommendation in respect of Resolution 4 due to his material personal interest.

5. RESOLUTION 6: “ISSUE OF OPTIONS TO MR PHILIP MIOLIN”

Resolution 6 seeks Shareholder approval for the issue of 175,000 Options (Options) to Mr Philip Miolin (and/or his nominee(s)) as part of his remuneration package. The Options are proposed to be issued to Mr Miolin as an incentive to provided dedicated and ongoing services to Midwinter.

The ASX Listing Rules and the Corporations Act set out a number of regulatory requirements which must be satisfied in connection with the proposed issue of securities to Mr Miolin. These are summarised below.

Resolution 6 is subject to Shareholders approving Resolution 2, to allow the Company to proceed with the acquisition of an interest in the Northern Lights Project.

5.1 ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities (including an option) to a related party of the company.

If Resolution 6 is passed, securities will be issued to Mr Miolin, who will be a related party of the Company. Accordingly, approval for the proposed issue of Options to Mr Miolin is required pursuant to ASX Listing Rule 10.11.

In accordance with ASX Listing Rule 7.2 Exception 14, approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the securities to Mr Miolin as approval is being obtained under ASX Listing Rule 10.11. ASX Listing Rule 7.1 provides that (subject to certain exceptions) prior approval of shareholders is required for an issue of securities by a company if the securities will, when aggregated with the securities issued by the company during the previous 12 months, exceed 15% of the number of the shares on issue at the commencement of that 12 month period. Shareholders should note that the issue of securities to Mr Miolin will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

Pg 19

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

(a) the Options will be issued to Mr Philip Miolin and/ or his nominee(s);
(b) the maximum number of Options to be issued by the Company under this Resolution is 175,000 Options;
(c) the Options be issued no later than one month after the date of the Meeting or such later date to the extent permitted by any ASX waiver;
(d) the Options will be issued for no cash consideration;
(e) the Options will have an exercise price of $0.25 each and expire four years from the date of issue. The Options will otherwise be issued on the terms and conditions set out in Annexure “B”; and
(f) no funds will be raised from the issue of the Options as the purpose of the issue is to give Mr Miolin an incentive to provide dedicated and ongoing commitment to the Company.

5.2 Section 208 of the Corporations Act

The proposed issue of 175,000 Options to Mr Miolin constitutes a “financial benefit” as defined the Corporations Act. Further, Mr Miolin will be a “related party” of the Company as defined under the Corporations Act. Accordingly, the proposed issue of Options to Mr Miolin pursuant to Resolution 6 will constitute the provision of a financial benefit to a related party of the Company.

Sections 217 to 227 of the Corporations Act

Pursuant to Sections 217 to 227 of the Corporations Act, the Company provides the following information to Shareholders in respect of the proposed financial benefit to be given to Mr Miolin:

(a) the related party to whom the financial benefit will be given is Mr Philip Miolin who is a non-executive Director of the Company;
(b) the maximum number of securities (being the nature of the financial benefit to be provided) to be issued is 175,000 Options;
(c) in resolving to issue the securities to Mr Miolin, subject to obtaining Shareholder approval, the Directors (other than Mr Miolin) considered Mr Miolin’s experience and the market price of the Shares;
(d) none of the Directors other than Mr Miolin has a material personal interest in the subject matter of Resolution 6. Each of the Directors other

Pg 20

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

than Mr Miolin recommends that Shareholders vote in favour of Resolution 6;

(e) Mr Miolin is paid $35,000 per annum for his services as non-executive Director of the Company;
(f) Mr Miolin currently has 100,001 Ordinary Share, 100,000 Partly Paid Shares, 100,000 $0.25 Options exercisable on or before 30 Nov 2011 and 350,000 $0.30 Options exercisable on or before 19 November 2013;
(g) if Shareholders approve the issue of securities to Mr Miolin and all of the Options are exercised, the effect will be to dilute the shareholding of existing Shareholders by approximately 0.7% on an undiluted basis and based on the number of Shares on issue as at 29 July 2010. The market price for Shares during the term of the Options would normally determine whether or not Mr Miolin exercises the Options. If, at the time any of the Options are exercised, the Shares are trading on ASX at a price that is higher than the exercise price of the Options, there may be a perceived cost to the Company. The highest, lowest and last trading prices of Shares on ASX during the last 12 months are set out below:

	Date	Price
Highest	24 May–10 Jun 2010	$0.18
Lowest	31 July 2009	$0.067
Last	29 July 2010	$0.12

(h) ASIC in reviewing documents lodged under section 218 relating to the giving of financial benefits to related parties of public companies requires explanatory information regarding the value of the options proposed to be granted. The value of the Options has been calculated using the Black-Scholes Option pricing model and is set out in Section 5.3 below; and
(i) additional information in relation to Resolution 6 is set out throughout this Explanatory Memorandum. Shareholders should therefore read the Notice and Explanatory Memorandum in its entirety before making a decision as to how to vote on Resolution 6.

5.3 Valuation of the Options

It is a requirement of ASIC that a dollar value be placed on the Options proposed to be issued to Mr Miolin for inclusion in this Explanatory Memorandum. ASIC has indicated that the Black-Scholes Option Pricing Model is acceptable.

The Options have been valued using the Black-Scholes pricing model based upon the assumptions set out in Annexure “C”.

Based on this valuation, the securities proposed to be issued to Mr Miolin pursuant to Resolution 6 have been valued as follows:

175,000 Options $9,319 (29 July 2010)

5.4 Directors’ Recommendations

None of the Directors (other than Mr Miolin) have any personal interest in the outcome of Resolution 6. The Directors (other than Mr Miolin) believe that the proposed transaction is beneficial to the Company as it will provide appropriate

Pg 21

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

incentives to Mr Miolin and is consistent with the philosophy held by the Directors that the future success of the Company will depend in large measure on the skills and motivation of the people engaged in and overseeing the management of the Company’s operations and that it is therefore important that the Company is able to attract and retain people of the highest calibre.

The Directors (other than Mr Miolin) believe that the number and terms of the Options to be issued pursuant to Resolution 6 are commercial for the Company in light of the potential benefits, dilution effect and potential costs described in Section 5.2 above, and recommend Shareholders vote in favour of Resolution 6. Mr Miolin has abstained from considering or making any recommendation in respect of Resolution 6 due to his material personal interest.

6. RESOLUTION 7: “ISSUE OF OPTIONS TO MR DAVID SEYMOUR”

Resolution 7 seeks Shareholder approval for the issue of 175,000 Options (Options) to Mr David Seymour (and/or his nominee(s)) as part of his remuneration package. The Options are proposed to be issued to Mr Seymour as an incentive to provided dedicated and ongoing services to Midwinter.

The ASX Listing Rules and the Corporations Act set out a number of regulatory requirements which must be satisfied in connection with the proposed issue of securities to Mr Seymour. These are summarised below.

Resolution 7 is subject to Shareholders approving Resolution 2, to allow the Company to proceed with the acquisition of an interest in the Northern Lights Project.

6.1 ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities (including an option) to a related party of the company.

If Resolution 7 is passed, securities will be issued to Mr Seymour, who will be a related party of the Company. Accordingly, approval for the proposed issue of Options to Mr Seymour is required pursuant to ASX Listing Rule 10.11.

In accordance with ASX Listing Rule 7.2 Exception 14, approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the securities to Mr Seymour as approval is being obtained under ASX Listing Rule 10.11. ASX Listing Rule 7.1 provides that (subject to certain exceptions) prior approval of shareholders is required for an issue of securities by a company if the securities will, when aggregated with the securities issued by the company during the previous 12 months, exceed 15% of the number of the shares on issue at the commencement of that 12 month period. Shareholders should note that the issue of securities to Mr Seymour will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

Pg 22

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

(a) the Options will be issued to Mr David Seymour and/ or his nominee(s);
(b) the maximum number of Options to be issued by the Company under this Resolution is 175,000 Options;
(c) the Options be issued no later than one month after the date of the Meeting or such later date to the extent permitted by any ASX waiver;
(d) the Options will be issued for no cash consideration;
(e) the Options will have an exercise price of $0.25 each and expire four years from the date of issue. The Options will otherwise be issued on the terms and conditions set out in Annexure “B”; and
(f) no funds will be raised from the issue of the Options as the purpose of the issue is to give Mr Seymour an incentive to provide dedicated and ongoing commitment to the Company.

6.2 Section 208 of the Corporations Act

The proposed issue of 175,000 Options to Mr Seymour constitutes a “financial benefit” as defined the Corporations Act. Further, Mr Seymour will be a “related party” of the Company as defined under the Corporations Act. Accordingly, the proposed issue of Options to Mr Seymour pursuant to Resolution 7 will constitute the provision of a financial benefit to a related party of the Company.

Sections 217 to 227 of the Corporations Act

Pursuant to Sections 217 to 227 of the Corporations Act, the Company provides the following information to Shareholders in respect of the proposed financial benefit to be given to Mr Seymour:

(a) the related party to whom the financial benefit will be given is Mr David Seymour who is a non-executive Director of the Company;
(b) the maximum number of securities (being the nature of the financial benefit to be provided) to be issued is 175,000 Options;
(c) in resolving to issue the securities to Mr Seymour, subject to obtaining Shareholder approval, the Directors (other than Mr Seymour) considered Mr Seymour’s experience and the market price of the Shares;
(d) none of the Directors other than Mr Seymour has a material personal interest in the subject matter of Resolution 7. Each of the Directors other

Pg 23

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

than Mr Seymour recommends that Shareholders vote in favour of Resolution 7;

(e) Mr Seymour is paid $35,000 per annum for his services as non-executive Director of the Company;
(f) Mr Seymour currently has 468,000 Ordinary Share, 300,449 Partly Paid Shares, 160,000 $0.25 Options exercisable on or before 30 Nov 2011 and 350,000 $0.30 Options exercisable on or before 19 November 2013;
(g) if Shareholders approve the issue of securities to Mr Seymour and all of the Options are exercised, the effect will be to dilute the shareholding of existing Shareholders by approximately 0.7% on an undiluted basis and based on the number of Shares on issue as at 29 July 2010. The market price for Shares during the term of the Options would normally determine whether or not Mr Seymour exercises the Options. If, at the time any of the Options are exercised, the Shares are trading on ASX at a price that is higher than the exercise price of the Options, there may be a perceived cost to the Company. The highest, lowest and last trading prices of Shares on ASX during the last 12 months are set out below:

	Date	Price
Highest	24 May–10 Jun 2010	$0.18
Lowest	31 July 2009	$0.067
Last	29 July 2010	$0.12

(h) ASIC in reviewing documents lodged under section 218 relating to the giving of financial benefits to related parties of public companies requires explanatory information regarding the value of the options proposed to be granted. The value of the Options has been calculated using the Black-Scholes Option pricing model and is set out in Section 6.3 below; and
(i) Additional information in relation to Resolution 7 is set out throughout this Explanatory Memorandum. Shareholders should therefore read the Notice and Explanatory Memorandum in its entirety before making a decision as to how to vote on Resolution 7.

6.3 Valuation of the Options

It is a requirement of ASIC that a dollar value be placed on the Options proposed to be issued to Mr Seymour for inclusion in this Explanatory Memorandum. ASIC has indicated that the Black-Scholes Option Pricing Model is acceptable.

The Options have been valued using the Black-Scholes pricing model based upon the assumptions set out in Annexure “C”.

Based on this valuation, the securities proposed to be issued to Mr Seymour pursuant to Resolution 7 have been valued as follows:

175,000 Options $9,319 (29 July 2010)

6.4 Directors’ Recommendations

None of the Directors (other than Mr Seymour) have any personal interest in the outcome of Resolution 7. The Directors (other than Mr Seymour) believe that the proposed transaction is beneficial to the Company as it will provide appropriate

Pg 24

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

incentives to Mr Seymour and is consistent with the philosophy held by the Directors that the future success of the Company will depend in large measure on the skills and motivation of the people engaged in and overseeing the management of the Company’s operations and that it is therefore important that the Company is able to attract and retain people of the highest calibre.

The Directors (other than Mr Seymour) believe that the number and terms of the Options to be issued pursuant to Resolution 7 are commercial for the Company in light of the potential benefits, dilution effect and potential costs described in Section 6.2 above, and recommend Shareholders vote in favour of Resolution 7. Mr Seymour has abstained from considering or making any recommendation in respect of Resolution 7 due to his material personal interest.

7. SPECIAL RESOLUTION 8: “APPROVAL OF PROPORTIONAL TAKEOVER PROVISION”

7.1 Background

The Corporations Act permits a company’s constitution to include a provision that enables it to refuse to register the transfer of shares acquired under a proportional takeover bid unless shareholders in a general meeting approve the bid.

The Directors consider it in the interest of Shareholders to introduce a proportional takeover provision for the maximum period permitted by law, being three years. The form of the proposed rule to be inserted in the Company’s constitution is set out in Annexure A to this Explanatory Memorandum.

Resolution 8 would, if passed, amend the constitution of the Company to insert the rule set out in Annexure A concerning proportional takeover approval under section 648D of the Corporations Act. The amendment would operate for three years and would then cease to apply unless renewed by a further special resolution of Shareholders. Resolution 8 is a special resolution which means that a vote to pass this Resolution is decided on a 75% majority of the votes cast by Shareholders entitled to vote on this Resolution. If Resolution 8 is passed, then for 21 days after the Meeting the holders of 10% of the Company’s shares would have the right to apply to the court to have the Resolution set aside. The court may set aside the Resolution if the court is satisfied in all the circumstances that it is appropriate to do so.

The Corporations Act requires certain information to be included in the notice of meeting where the approval of members is sought to adopt proportional takeover provisions. That information is set out below.

7.2 Proportional Takeover Bid

A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder’s shares (i.e. less than 100%).

7.3 Effect of a Proportional Takeover Bid Provision

Pg 25

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

If a proportional takeover bid is made, the Directors must ensure that a meeting of Shareholders is held and the Shareholders vote on a resolution to approve the takeover bid at least 14 days before the last day of the bid period. Each Shareholder has one vote for each fully paid Share held. The vote is decided on a simple majority. The bidder and its associates are not allowed to vote. If the resolution is not passed, no transfer will be registered as a result of the takeover bid and the offer will be taken to have been withdrawn. If the resolution is not voted on by the deadline, a resolution approving the bid is taken to have been passed. If the bid is approved (or taken to have been approved) all valid transfers must be registered, providing they comply with the other provisions of the Company’s constitution.

The proportional takeover approval provisions do not apply to full takeover bids and will only apply for 3 years after the date of the adoption of the proposed Constitution (i.e. until 13 September 2013) unless again renewed by Shareholders.

7.4 Knowledge of any Acquisition Proposals

At the date of this Notice, no Director or executive officer is aware of any current proposal by any person to acquire or to increase the extent of a substantial interest in the Company.

7.5 Reasons for and Potential Advantages and Disadvantages of Rule

The Directors consider that the takeover approval provisions have no potential advantages or disadvantages for them. The reasons for and potential advantages of the proposed proportional takeover approval rule for Shareholders include:

Shareholders have the right to decide by majority vote whether to accept a proportional takeover bid;
It may help Shareholders to avoid being locked in as a minority Shareholder and avoid the bidder acquiring control of the Company without paying an adequate control premium (i.e. not being required to pay for all of the Shares on issue);
It increases Shareholders’ bargaining power and may assist in ensuring that any proportional takeover bid is adequately priced; and
Knowing the view of the majority of Shareholders may help each individual Shareholder to form an opinion on whether to accept or reject an offer under the bid.

The potential disadvantages of the proposed proportional takeover approval rule for Shareholders include:

Proportional takeover bids for Shares in the Company may be discouraged;
• Shareholders may lose an opportunity to sell some of their Shares at a premium; and
The likelihood of a proportional takeover succeeding may be reduced.

The Directors do not believe the possible disadvantages outweigh the advantages or the proportional takeover provisions operating for the next three years.

7.6 Directors' Recommendation

Pg 26

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

The Board recommends that Shareholders vote in favour of Resolution 8. The Chairman intends to vote undirected proxies in favour of this Resolution. Each Director intends to vote any Shares that he or she holds or controls (directly or indirectly) “FOR” the Resolution.

ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders should read this Explanatory Statement carefully before deciding how to vote on each 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 9322 6451).

Pg 27

8. GLOSSARY OF TERMS

In this Explanatory Statement:

“ACN”

“ASIC”

“ASX”

“ASX Listing Rules” or “Listing Rules”

“Capricorn Vendors”

“Corporations Act”

“Director”

“Midwinter” or “Company”

“Meeting”

“Notice of Meeting”

“Resolutions”

“Share”

“Shareholder”

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 holders of the issued capital of Capricorn Iron Limited, being Fehu Capital Pty Ltd (ACN 126 168 376), Richmond Resources Pty Ltd (ACN 008 646 839) and Wilgus Investments Pty Ltd (ACN 123 756 936).

The Corporations Act 2001 (Commonwealth).

A director of Midwinter Resources NL.

Midwinter Resources NL (ABN 29 126 129 413).

The Meeting of the Company to be held on 13 September 2010.

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

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.

MIDWINTER RESOURCES NL ACN 126 129 413

GENERAL MEETING

PROXY FORM

The Secretary Midwinter Resources NL PO Box 1412 West Perth WA 6872 Fax: +61 8 9322 6398

Appointment of Proxy

I/We Of

==> picture [349 x 48] intentionally omitted <==

being a member of Midwinter Resources NL entitled to attend and vote at the General Meeting, hereby

Appoint

Name of proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General Meeting to be held at Level 2, 38 Richardson Street, WEST PERTH Western Australia on 13 September 2010 at 9.00am (WST) and at any adjournment thereof.

IMPORTANT:

If the Chairman of the meeting is your proxy, or if appointed your proxy by default and you do not wish to direct him how to vote on any of these resolutions, you must mark this box with an “X”. By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy on those resolutions (for which you have not given a direction) even if he has an interest in the outcome of the resolution and that votes cast by him, other than as proxy holder, will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote on any of these resolutions, the Chairman of the meeting will not cast your votes on the resolutions (for which you have not given a direction) on a show of hands or on a poll. The Chairman of the meeting intends to vote undirected proxies in favour of each resolution. The Chairman, Martin Pyle, has an interest in Resolutions 3 and 4.

Voting on Business of the General Meeting

Voting on Business of the General Meeting
	FOR	AGAINST	ABSTAIN
Resolution 1 – Ratification of Prior Issue of Shares	�	�	�
Resolution 2 – Approval of Future Issue of Shares	�	�	�
Resolution 3– Approval of Issue of Shares to Director	�	�	�
Resolution 4- Issue of Options to Mr Martin Pyle	�	�	�
Resolution 5- Issue of Options to Mr Bryan Dixon	�	�	�
Resolution 6- Issue of Options to Mr Philip Miolin	�	�	�
Resolution 7- Issue of Options to Mr David Seymour	�	�	�
Resolution 8– Approval of Proportional Takeover Provision	�	�	�

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your Shares are not to be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is _%

Signed this day of 2010 By: Individuals and joint holders Companies (affix common seal if appropriate)

Signature Signature Signature

Director/Company Secretary Director/Company Secretary

Sole Director and Sole Company

Midwinter Resources NL ABN 29 126 129 413

INSTRUCTIONS FOR COMPLETING PROXY FORM

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 at least 24 hours 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.

The completed Form of proxy may be:

Mailed to Midwinter Resources NL, PO Box 1412, West Perth Western Australia 6872; or
Left at, Level 2, 38 Richardson Street, West Perth, Western Australia; or
Faxed to the Company on +61 8 9322 6398,

so that it is received no later than 48 hours prior to the commencement of the meeting.

Midwinter Resources NL ABN 29 126 129 413

ANNEXURE A

Proportional Takeover Approval Rule

163.1 Definitions

approving resolution has the same meaning as in section 648D of the Corporations Act;

approving resolution deadline has the same meaning as in section 648D of the Corporations Act;

associate has the meaning specified in section 9 of the Corporations Act for the purposes of Chapter 6 of the Corporations Act;

proportional takeover bid has the meaning specified in section 9 of the Corporations Act.

163.2 Prohibition on registration of transfers without approval

Where a proportional takeover bid in respect of shares included in a class of shares in the Company has been made:

a) the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under the proportional takeover bid is prohibited unless and until a resolution to approve the proportional takeover bid is passed in accordance with this Constitution;
b) a person (other than the bidder or an associate of the bidder) who, as at the end of the day on which the first offer under the proportional takeover bid was made, held shares included in that class is entitled to vote on an approving resolution and, for the purposes of so voting, is entitled to 1 vote for each such share;
c) neither the bidder nor an associate of the bidder may vote on an approving resolution;
d) an approving resolution must be voted on at a meeting, convened and conducted by the Company, of the persons entitled to vote on the resolution under the Corporations Act; and
e) an approving resolution is taken to have been passed if the proportion which the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than 50%, and otherwise is taken to have been rejected.

163.3 Meetings

a) The provisions of this Constitution relating to a general meeting of the Company apply, with such modifications as the circumstances require (including, without limitation, to the requisite notice period to ensure that the meeting is convened on or before the approving resolution deadline), in relation to a meeting that is convened for the purposes of this Clause 163.
b) Where takeover offers have been made under a proportional takeover bid, then the Directors must ensure that a resolution to approve the proportional takeover bid is voted on in accordance with this Clause 163 before the approving resolution deadline in relation to the proportional takeover bid.
c) Where a resolution to approve a proportional takeover bid is voted on in accordance with this Clause 163 before the approving resolution deadline in relation to the

Midwinter Resources NL ABN 29 126 129 413

proportional takeover bid, the Company must, on or before the approving resolution deadline:

i) give to the bidder; and ii) serve on the Exchange,

A written notice stating that a resolution to approve the proportional takeover bid has been voted on and that the resolution has been passed or has been rejected, as the case requires.

163.4 Approving resolution deemed to have been passed

Where, as at the end of the day before the approving resolution deadline in relation to a proportional takeover bid under which offers have been made, no resolution to approve the proportional takeover bid has been voted on in accordance with this Clause 163, then a resolution to approve the proportional takeover bid is, for the purposes of this Clause 163, deemed to have been passed in accordance with this rule.

163.5 Proportional takeover bid rejected

Where an approving resolution is voted on and is rejected then:

a) despite section 652A of the Corporations Act, all offers under the proportional takeover bid that have not, as at the end of the approving resolution deadline, resulted in binding contracts are deemed to be withdrawn at the end of the approving resolution deadline;
b) the bidder must immediately, after the end of the approving resolution deadline, return to each Member any documents that were sent by the Member to the bidder with the acceptance of the offer;
c) the bidder may rescind and must, as soon as practicable after the end of the approving resolution deadline, rescind each contract resulting from the acceptance of an offer made under the proportional takeover bid; and
d) a Member who has accepted an offer made under the proportional takeover bid is entitled to rescind the contract (if any) resulting from that acceptance.

163.6 Effect of this Clause

This Clause 163 ceases to have effect on the third anniversary of the later of the date of its adoption or of its most recent renewal.

Midwinter Resources NL ABN 29 126 129 413

ANNEXURE B

The material terms and conditions of the Options are as follows:

(a) each Option entitles the holder, on exercise, to one Share;
(b) the Options will expire four years after their issue (Expiry Date);
(c) the exercise price of each Option is $0.25;
(d) the Options are exercisable at any time on or prior to the 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;
(e) 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;
(f) all Shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s then issued Shares;
(g) 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;
(h) there are no participating rights or entitlements inherent in the Options and the 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
(i) if at any time the issued capital of the Company is reconstructed, all rights of a Option holder are to be changed in a manner consistent with the ASX Listing Rules.

Midwinter Resources NL ABN 29 126 129 413

ANNEXURE C

Assumptions underlying the Black-Scholes pricing model used in Resolutions 4 to 7 (inclusive):

(a) the Options expire four years from the date of issue and are exercisable at $0.25 each;
(b) a volatility factor of 135.0% based on the historical volatility of the Company’s Share price;
(c) a risk free interest rate of 6.00%; and
(d) the valuation date for the Options was 29 July 2010 and the trading price of the Shares on that date was $0.12.

AI assistant

LIVIUM LTD — Proxy Solicitation & Information Statement 2010

65239_rns_2010-08-09_874cee8d-5993-4a6f-b336-1f4572428d24.pdf

Midwinter Resources NL ABN 29 126 129 413

NOTICE OF GENERAL MEETING

EXPLANATORY STATEMENT

PROXY FORM

NOTICE OF MEETING

AGENDA

ORDINARY BUSINESS

1. Ordinary Resolution 1 – Ratification of Past Issue of Shares to Capricorn Vendors

2. Ordinary Resolution 2 – Approval of Future Issue of Shares to Capricorn Vendors

3. Ordinary Resolution 3 – Approval of Issue of Shares to Director

4. Ordinary Resolution 4 – Issue of Options to Mr Martin Pyle

5. Ordinary Resolution 5 – Issue of Options to Mr Bryan Dixon

6. Ordinary Resolution 6 – Issue of Options to Mr Philip Miolin

7. Ordinary Resolution 7 – Issue of Options to Mr David Seymour

8. Special Resolution 8 – Approval of Proportional Takeover Provision

PROXIES

ATTENDANCE AND VOTING ELIGIBILITY

INTRODUCTION

1.2 Background on the Northern Lights Project

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

Location and Infrastructure

Geology

Airborne Geophysics Data

Sample Analysis

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

Competent Persons Statement:

1.3

Summary of Sale Agreement

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

1.4 Resolution 1 – ASX Listing Rule 7.4

(a) Date of allotment and issue of securities

(b) Number of securities allotted and issued

(c) Price at which securities were allotted and issued

(d) The terms of the securities

(e) The basis on which allottees were determined

(f) The use of the funds raised

1.5 Resolution 2 – ASX Listing Rule 7.1

1.6 Directors' Recommendation

2. RESOLUTION 3: “APPROVAL OF ISSUE OF SHARES TO DIRECTOR”

ASX Listing Rule 10.11

(a) The name of the person to whom the securities are to be issued

(b) The maximum number of securities to be issued

(c) The date by which the Company will issue the securities

(d) The issue price and terms and conditions of the securities

(e) Intended use of the funds raised

3. RESOLUTION 4: “ISSUE OF OPTIONS TO MR MARTIN PYLE”

3.1 ASX Listing Rule 10.11

3.2 Section 208 of the Corporations Act

Sections 217 to 227 of the Corporations Act

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

3.3 Valuation of the Options

3.4 Directors’ Recommendations

4. RESOLUTION 5: “ISSUE OF OPTIONS TO MR BRYAN DIXON”

4.1 ASX Listing Rule 10.11

4.2 Section 208 of the Corporations Act

Sections 217 to 227 of the Corporations Act

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

4.3 Valuation of the Options

4.4 Directors’ Recommendations

5. RESOLUTION 6: “ISSUE OF OPTIONS TO MR PHILIP MIOLIN”

5.1 ASX Listing Rule 10.11

5.2 Section 208 of the Corporations Act

Sections 217 to 227 of the Corporations Act

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

5.3 Valuation of the Options

5.4 Directors’ Recommendations

6. RESOLUTION 7: “ISSUE OF OPTIONS TO MR DAVID SEYMOUR”

6.1 ASX Listing Rule 10.11

6.2 Section 208 of the Corporations Act

Sections 217 to 227 of the Corporations Act

Midwinter Resources NL ABN 29 126 129 413 EXPLANATORY STATEMENT

6.3 Valuation of the Options

6.4 Directors’ Recommendations

7. SPECIAL RESOLUTION 8: “APPROVAL OF PROPORTIONAL TAKEOVER PROVISION”

7.1 Background

7.2 Proportional Takeover Bid

LIVIUM LTD Proxy Solicitation & Information Statement 2010