Murchison Metals : MMX shareholders approve scheme of arrangement with MVT

Level 11, 139 Macquarie Street, Sydney, NSW, 2000

Murchison Metals Limited (MMX) is pleased to announce that its shareholders today approved the scheme of arrangement under which a merger between MMX and Mercantile Investment Company Limited (MVT) is proposed (Scheme).
Details of the voting results for the resolutions proposed at the Scheme Meeting, General Meeting and Class Meeting are attached.
MMX will seek the Supreme Court of New South Wales' approval of the Scheme on Monday 23 June 2014.
If the Scheme is implemented, it is expected that the cash consideration and the transaction confirmation statements for New MVT Shares will be despatched on
8 July 2014.

MMX shareholders with questions in relation to the Scheme can call the
Shareholder Information Line on 1300 306 230 (within Australia) or +61 1300
306 230 (outside Australia) between the hours of 8:30am and 5:30pm (Sydney time) Monday to Friday.

11096869/1www.mml.net.auABN: 38 078 257 799

Level 11, 139 Macquarie Street, Sydney, NSW, 2000

In accordance with Listing Rule 3.13.2 and section 251AA of the Corporations Act

2001 (Cth), the following information is provided in relation to the resolutions passed by the shareholders of Murchison Metals Limited at its Scheme Meeting, General Meeting and Class Meeting.

"That, pursuant to and in accordance with section 411 of the Corporations Act

2001 (Cth), the scheme of arrangement proposed between Murchison Metals Limited and the holders of its fully paid ordinary shares (other than those shares held by Mercantile Investment Company Limited and Associated Shareholders*), the terms of which are described in the Scheme Booklet of which the notice convening this meeting forms part, is approved (with or without modification as approved by the Supreme Court of New South Wales)."

* Associated Shareholders has the meaning given to it in the Scheme Booklet, of which the notice convening the Scheme Meeting forms part."

Summary of proxy votes:

(i) the proxy is to vote for the resolution 110,580,659 90.69 (ii) the proxy is to vote against the resolution 277,253 0.23 (iii) the proxy is to abstain on the resolution* 29,091 - (iv) the proxy may vote at the proxy's discretion 11,077,838 9.08

The resolution was carried on a poll, the details of which are:

(i) in favour of the resolution

•total votes 121,658,497 99.77

•total number of shareholders 189 94.03 (ii) against the resolution

•total votes 277,253 0.23

11096869/1www.mml.net.auABN: 38 078 257 799

Level 11, 139 Macquarie Street, Sydney, NSW, 2000

•total number of shareholders 12 5.97

(iii) abstained on the resolution*

"That, subject to and conditional on:

(a) the scheme of arrangement (Scheme) proposed to be made between Murchison Metals Limited (MMX) and the holders of its fully paid ordinary shares (other than those shares held by Mercantile Investment Company Limited (MVT) and its Associated Shareholders) (Scheme Participants), and to be considered at a meeting of Scheme Participants on 19 June 2014, being approved by the Supreme Court of New South Wales;

(b) an office copy of the Order of the Supreme Court of New South Wales approving the Scheme being lodged with the Australian Securities and Investments Commission; and

(c) the passing of resolution 2 in the General Meeting,

the subscription for such amount of MVT shares necessary to comprise the scrip consideration provided under the Scheme (New MVT Shares) is approved, the amount of such New MVT Shares to be calculated pursuant to the NTA formula set out in the Scheme Booklet at the calculation date of the Scheme, and such New MVT Shares to be issued (at MMX's direction) on the implementation date of the Scheme to those Scheme Participants who are eligible to receive scrip consideration provided under the Scheme."

Summary of proxy votes:

(i) the proxy is to vote for the resolution 187,301,268 94.3 (ii) the proxy is to vote against the resolution 273,812 0.14 (iii) the proxy is to abstain on the resolution* 20,631 - (iv) the proxy may vote at the proxy's discretion 11,038,588 5.56

11096869/1www.mml.net.auABN: 38 078 257 799

Level 11, 139 Macquarie Street, Sydney, NSW, 2000

The resolution was carried on a poll, the details of which are:

(i) in favour of the resolution

•total votes 198,339,856 99.86

•total number of shareholders 215 94.71 (ii) against the resolution

•total votes 273,812 0.14

•total number of shareholders 12 5.29 (iii) abstained on the resolution*

•total votes 20,631 -

•total number of shareholders 5 -

"That, pursuant to sections 256B and 256C(2)(a) of the Corporations Act 2001 (Cth), subject to and conditional on:

(a) the Scheme proposed to be made between MMX and the Scheme Participants, and to be considered at a meeting of Scheme Participants on 19 June 2014, being approved by the Supreme Court of New South Wales;

(b) an office copy of the Order of the Supreme Court of New South Wales approving the Scheme being lodged with the Australian Securities and Investments Commission; and

(c) and the passing of resolution 1 in the General Meeting,

the capital of MMX be reduced by cancelling all fully paid ordinary MMX shares held by Scheme Participants (being 200,668,069 MMX shares) with such cancellation to be in consideration for either cash, scrip consideration in the form of New MVT Shares, or a combination of both in equal proportions (Scheme Consideration), where the amount of such New MVT Shares is to be calculated pursuant to the NTA formula set out in the Scheme Booklet at the calculation date of the Scheme, and each Scheme Participant's entitlement to

11096869/1www.mml.net.auABN: 38 078 257 799

Level 11, 139 Macquarie Street, Sydney, NSW, 2000

the Scheme Consideration arises only upon the reduction of capital in respect of the MMX shares held by that Scheme Participant."

Summary of proxy votes:

(i) the proxy is to vote for the resolution 76,168,408 86.85 (ii) the proxy is to vote against the resolution 434,236 0.50 (iii) the proxy is to abstain on the resolution* 91,192,169 - (iv) the proxy may vote at the proxy's discretion 11,098,145 12.65

The resolution was carried on a poll, the details of which are:

(i) in favour of the resolution

•total votes 76,168,408 99.44

•total number of shareholders 1 4.17 (ii) against the resolution

•total votes 434,236 0.56

•total number of shareholders 23 95.83 (iii) abstained on the resolution*

•total votes 102,290,314 -

•total number of shareholders 140 -

"That, pursuant to sections 256B and 256C(2)(a) of the Corporations Act 2001 (Cth), subject to and conditional on:

(a) the scheme of arrangement (Scheme) proposed to be made between Murchison Metals Limited (MMX) and the holders of its fully paid ordinary shares (other than those shares held by Mercantile Investment Company Limited (MVT) and its Associated

11096869/1www.mml.net.auABN: 38 078 257 799

Level 11, 139 Macquarie Street, Sydney, NSW, 2000

Shareholders) (Scheme Participants), and to be considered at a meeting of Scheme Participants on 19 June 2014, being approved by the Supreme Court of New South Wales; and

(b) an office copy of the Order of the Supreme Court of New South Wales approving the Scheme being lodged with the Australian Securities and Investments Commission; and

(c) the passing of resolution 1 in the General Meeting,

the capital of MMX be reduced by cancelling all fully paid ordinary MMX shares held by Scheme Participants (being 200,668,069 MMX shares) with such cancellation to be in consideration for either cash, scrip consideration provided under the Scheme (New MVT Shares), or a combination of both in equal proportions (Scheme Consideration), where the amount of such New MVT Shares is to be calculated pursuant to the NTA formula set out in the Scheme Booklet at the calculation date of the Scheme, and each Scheme Participant's entitlement to

the Scheme Consideration arises only upon the reduction of capital in respect of the

MMX shares held by that Scheme Participant."

Summary of proxy votes:

(i) the proxy is to vote for the resolution 104,012,966 90.11 (ii) the proxy is to vote against the resolution 336,633 0.29 (iii) the proxy is to abstain on the resolution* 5,116,985 - (iv) the proxy may vote at the proxy's discretion 11,081,113 9.60

The resolution was carried on a poll, the details of which are:

(i) in favour of the resolution

•total votes 115,094,079 99.71

•total number of shareholders 184 92.46 (ii) against the resolution

•total votes 336,633 0.29

•total number of shareholders 15 7.54 (iii) abstained on the resolution*

11096869/1www.mml.net.auABN: 38 078 257 799

Level 11, 139 Macquarie Street, Sydney, NSW, 2000

* votes relating to a person who abstains on an item are not counted in determining whether or not the required majority of votes were cast for or against an item.

11096869/1www.mml.net.auABN: 38 078 257 799

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