LIVIUM LTD — Proxy Solicitation & Information Statement 2012

May 28, 2012

==> picture [462 x 98] intentionally omitted <==

ASX ANNOUNCEMENT

29 May 2012

CLARIFICATION OF GENERAL MEETING DATE & TIME

The ASX announcement lodged 25 May 2012 showed some inconsistent times for the General Meeting to be held on 28 June 2012. For the sake of clarification the meeting details are as follows:

Meeting time: 3:00pm Thursday 28 June 2012 Proxies: Lodgement by 3:00pm Tuesday 26 June 2012 Meeting venue: Level 2, 38 Richardson St West Perth WA 6005

A full copy of the Notice of Meeting (including corrections) is attached.

Investors seeking more information on Midwinter should contact:

Adrian Griffin Managing Director Midwinter Resources NL T: + 61 8 9322 6451

MIDWINTER RESOURCES NL

ACN 126 129 413

NOTICE OF GENERAL MEETING

TIME : 3:00pm WST DATE : Thursday, 28 June 2012 PLACE : Level 2 38 Richardson Street WEST PERTH WA 6005

This Notice of General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss the matters in this Notice of General Meeting please do not hesitate to contact the Company Secretary on (08) 9322 6451.

2

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders of Midwinter Resources NL which this Notice of Meeting relates to will be held at 3:00pm WST on Thursday, 28 June 2012 at:

Level 2 38 Richardson Street WEST PERTH WA 6005

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed and either:

• (a) send the proxy form by post to Midwinter Resources NL, Level 2, 38 Richardson Street, West Perth, Western Australia 6005; or

• (b) send the proxy form by facsimile to the Company on facsimile number (08) 9322 6398,

so that it is received not later than 3:00pm WST on 26 June 2012.

Proxy forms received later than this time will be invalid.

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders of Midwinter Resources NL will be held at Level 2, 38 Richardson Street, West Perth, Western Australia at 3:00pm WST on Thursday, 28 June 2012.

The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Memorandum and the proxy form are part of this Notice of Meeting.

Terms and abbreviations used in this Notice of Meeting and Explanatory Memorandum are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

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

1. Resolution 1 - Ratification of Placement of Shares

“That for the purposes of Listing Rule 7.4 and for all other purposes, the Shareholders hereby ratify the allotment and issue by the Company of 4,500,000 Shares on the terms and conditions and in the manner set out in the Explanatory Memorandum.”

Voting Exclusion Statement

• The Company will disregard any votes cast on the Resolution by any person who participated in the issue, as set out in the Explanatory Memorandum and any person who may obtain a benefit (other than a benefit solely in the capacity as holder of ordinary shares) if the resolution is passed and/or an associate of such person.

 However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by a person as chair of the meeting as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

2. Resolution 2 – Equity capital raising

“That for the purposes of Listing Rule 7.1 and for all other purposes, the Shareholders approve the allotment and issue of up to 3,500,000 Shares by way of private placement on the terms and conditions and in the manner set out in the Explanatory Memorandum.”

Voting Exclusion Statement

• The Company will disregard any votes cast on the resolution by any person who may participate in the proposed issue, as set out in the Explanatory Memorandum, and any person who may obtain a benefit (other than a benefit solely in the capacity as holder of ordinary shares) if the resolution is passed and/or an associate of such person.

• However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or 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.

NOTICE OF GENERAL MEETING

3. Resolution 3 – Approval of Director Participation in the Issue of Securities (Placement) – Mr Martin Pyle

Subject to Resolution 2 being passed, to consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of Listing Rule 10.11, and for all other purposes, Shareholders approve the issue of up to 450,000 shares to Mr Martin Pyle (or his nominee), for the purposes and on the terms and conditions and in the manner set out in the Explanatory Memorandum.”

Voting Exclusion Statement

• The Company will disregard any votes cast on the resolution by any person who may participate in the proposed issue, as set out in the Explanatory Memorandum, and any person who may obtain a benefit (other than a benefit solely in the capacity as holder of ordinary shares) if the resolution is passed and/or an associate of such person.

• However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or 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

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 Resources NL, 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.

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 Richardson Street, West Perth WA 6005, or by facsimile (61 8) 9322 6398 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;

NOTICE OF GENERAL MEETING

• d) shall be in such form as the Directors determine and which complies with section 250A of the Corporations Act;

• 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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at the close of business on 26 June 2012.

BY ORDER OF THE BOARD

JULIE HILL COMPANY SECRETARY MIDWINTER RESOURCES NL DATED: 22 May 2012

EXPLANATORY MEMORANDUM

1. INTRODUCTION

This Explanatory Memorandum has been prepared for the information of shareholders of Midwinter in connection with the business specified to be conducted in the Notice of Meeting of Shareholders to be held at Level 2, 38 Richardson Street, West Perth WA 6005 at 3:00pm WST on Thursday, 28 June 2012.

The purpose of this Explanatory Memorandum is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the resolutions in the Notice of Meeting. The Directors recommend that Shareholders read in full this Explanatory Memorandum in conjunction with the accompanying Notice of General Meeting of which this Explanatory Memorandum forms a part.

2. RESOLUTION 1- RATIFICATION OF ISSUE OF SHARES

ASX Listing Rule 7.4

ASX Listing Rule 7.1 prohibits a listed company from issuing, or agreeing to issue, equity securities (which include shares) that exceed 15% of the total number of ordinary securities on issue in any 12 month period, unless approval is obtained from the holders of the company’s ordinary securities. ASX Listing Rule 7.4 provides that the approval of holders of the company’s ordinary shares may be obtained after the issue of equity securities. The effect of such ratification is to restore the company’s discretionary power to issue further Shares up to 15% of the number of ordinary shares on issue at the beginning of the relevant 12 month period without obtaining shareholder approval.

Under Resolution 1, the Company seeks from Shareholders, ratification of the issue of equity securities being the 4,500,000 Shares issued before the meeting date. This is so as to limit the restrictive effect of ASX Listing Rule 7.1 on any further issues of equity securities in the next 12 months, and restore the Company's ability to issue equity securities within that 15% annual limit, to the extent of the 4,500,000 Shares.

ASX Listing Rule disclosure requirements

The following information is provided in accordance with ASX Listing Rule 7.5:

• (a) Number of securities allotted

• 4,500,000 Shares

• (b) Price at which the securities were issued

• 10.5 cents

• (c) Terms of the securities

The 4,500,000 Shares issued are fully paid ordinary shares ranking equally in all respects with all other Shares on issue and are listed on ASX.

• (d) The names of the allottees (if known) or the basis upon which the allottees will be identified or selected

The shares issued under this placement were issued to Sophisticated and Institutional Investor clients of Stellar Securities. None of the parties participating in this placement were related parties of the Company and their associates.

EXPLANATORY MEMORAND UM

• (e) Use (or intended use) of the funds raised

The net funds raised will be used as follows:

• i) To further the exploration of iron ore in South Africa;

• ii) to further the exploration and development of pending acquisitions; and

• iii) For further working capital of the Company.

Directors' Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 1, as it allows the Company to ratify the above issue of securities and retain the flexibility to issue further securities representing up to 15% of the total number of Shares on issue in any 12 month period during the next 12 months without Shareholder approval.

3. RESOLUTION 2 - APPROVAL OF ISSUE OF AND ALLOTMENT OF SHARES

3.1 Background

Resolution 2 seeks approval from Shareholders to issue 3,500,000 Shares under the Placement outlined in Section 3 of this Notice.

ASX Listing Rule 7.1

ASX Listing Rule 7.1 requires the Company to obtain Shareholder approval in order to issue equity securities representing more than 15% of the Shares on issue (unless one of the exceptions in ASX Listing Rule 7.2 applies). The Company’s proposed equity capital raising by the issue of Shares that are the subject of Resolution 2 falls within this requirement as none of the exceptions apply. Under ASX Listing Rule 7.3, the notice of meeting to approve the issue of the equity securities must include certain information, which information is set out below.

• (a) The maximum number of equity securities the entity is to issue (if known) or the formula for calculating the number of Shares the entity is to issue

• 3,500,000 Shares.

• (b) The date by which the entity will issue the equity securities (which must be no later than 3 months after the date of the meeting)

The Shares will be issued not later than 3 months after the date of the Meeting.

• (c) The issue price of the equity securities, which must be either a fixed price or a minimum price

10.5 cents

• (d) The names of the allottees (if known) or the basis upon which the allottees will be identified or selected

EXPLANATORY MEMORAND UM

The shares issued under this placement will be issued to Sophisticated and Institutional Investor clients of Stellar Securities. None of the parties participating in this placement will be related parties of the Company or their associates except for Mr Martin Pyle who is seeking approval from shareholders under Resolution 3 to participate in the Placement.

• (e) The terms of the equity securities

The Shares will rank equally in all respects with existing Shares on issue.

(f) The intended use of the funds raised

The net funds raised will be used as follows:

iv) To further the exploration of iron ore in South Africa;

• v) to further the exploration and development of pending acquisitions; and

• i. For further working capital of the Company.

• (g) The dates of allotment or a statement that allotment will occur progressively

The allotment will occur progressively but within 3 months from the date of the Meeting.

3.2 Directors' Recommendation

The Board recommends Shareholders vote in favour of Resolution 2 as it allows the Company greater flexibility to issue further securities representing up to 15% of the total number of Shares on issue in any 12 month period without Shareholder approval.

4. RESOLUTION 3 - APPROVAL OF DIRECTOR PARTICIPATION IN THE ISSUE OF SECURITIES (PLACEMENT) – MR MARTIN PYLE

4.3 Background

Subject to Resolution 2 being passed, the Company intends to place 3,500,000 shares at an issue price of 10.5 cents each to sophisticated investors.

Mr Martin Pyle (“Director”) has indicated that he wishes to participate in the Placement. If approved, Mr Pyle (or his nominee) will participate on the same terms as other persons applying for Placement shares.

Shareholder approval – Listing Rule 10.11

Listing Rule 10.11 provides generally that a company may not issue securities to related parties without obtaining shareholder approval. Directors are related parties of the Company and Resolution 3 is to seek for this approval. Pursuant to Listing Rule 7.1 (Exception 14), approval under Listing Rule 7.1 is not required in order to issue the shares under Resolution 3 as approval is being obtained under Listing Rule 10.11.

Shareholder approval under Listing Rule 10.11 is sought to allow Mr Pyle as Director to participate in the Placement up to a maximum of 450,000 shares.

If Resolution 3 is passed Mr Pyle may take up 450,000 shares under the Placement if he elects to do so.

EXPLANATORY MEMORAND UM

Information Required by Listing Rule 10.13

• a) The shares will be allotted and issued to Mr Martin Pyle (or his nominee) if he elects to take up the Placement shares.

• b) The maximum number of shares to be issued is 450,000 shares to Mr Pyle (or his nominee).

• c) The shares will be issued as soon as possible but in any case, not later than 1 month after the date of the meeting.

• d) The Placement shares to be issued to Mr Pyle will be issued at 10.5 cents per share, in accordance with the Placement (Resolution 2) and will rank equally with existing shares on issue.

• e) A voting exclusion statement is set out in the Notice attached to this Explanatory Memorandum.

• f) The funds raised under the Placement will be used as follows:

• a. To further the exploration of iron ore in South Africa

• b. To further the exploration and development of pending acquisitions; and

• c. For further working capital of the Company.

Directors’ Recommendation

The Directors, with Mr Pyle abstaining, recommend that Shareholders vote in favour of Resolution 3 for the reasons set out above.

GLOSSARY

ASX means ASX Limited ACN 008 624 691.

ASX Listing Rules or Listing Rules means the listing rules of ASX.

Board means the Board of Directors.

Company or Midwinter means Midwinter Resources NL (ACN 126 129 413).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum that accompanies and forms part of the Notice of Meeting.

Meeting or General Meeting means the general meeting of the Company convened by this Notice of Meeting.

Notice of Meeting or Notice means the Notice of General Meeting which accompanies this Explanatory Memorandum and which this Explanatory Memorandum forms a part.

Resolutions means resolutions in the Notice of Meeting

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

Stellar Securities means Stellar Securities Pty Ltd trading as Stellar Securities (ABN 70 151 395 112) holder of AFSL 410 570 of Level 45, 108 St Georges Tce, Perth WA 6000

WST means Western Standard Time.

PROXY FORM

APPOINTMENT OF PROXY MIDWINTER RESOURCES NL ACN 126 129 413

GENERAL MEETING

I/We of

==> picture [425 x 49] intentionally omitted <==

being a member of Midwinter Resources NL entitled to attend and vote at the General Meeting, hereby Appoint Name of proxy OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the General Meeting to be held 3:00pm (WST), on 28 June 2012 at Level 2, 38 Richardson Street, West Perth WA 6005, and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions in which the Chair is entitled to vote undirected proxies.

Voting on Business of the General Meeting FOR AGAINST ABSTAIN Resolution 1 – Ratification and/or Approval of Placement of Shares Resolution 2 – Equity Capital Raising Resolution 3 – Approval of Director Participation in the Issue of Securities – Mr M Pyle Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will 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 % Signature of Member(s): Date: ____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary

Contact Name: ______ Contact Ph (daytime): ______

MIDWINTER RESOURCES NL ACN 126 129 413

Instructions for Completing ‘Appointment of Proxy’ Form

1.

( Appointing a Proxy ): A member entitled to attend and vote at a General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

3.

( Signing Instructions ):

• ( Individual ): Where the holding is in one name, the member must sign.

• ( Joint Holding ): Where the holding is in more than one name, all of the members should sign.

• ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

• ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the General Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Midwinter Resources NL, Level 2, 38 Richardson Street, West Perth, WA 6005; or

• (c) facsimile to the Company on facsimile number +61 8 9322 6398.

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy forms received later than this time will be invalid.