Court Convenes Scheme Meeting (6646Z)

TIDMSLV

RNS Number : 6646Z

Sylvania Resources Ltd

18 January 2011

Sylvania Resources Limited

SYLVANIA RESOURCES LIMITED

ASX: SLV

AIM: SLV

Registration No: 091 415 968

ISIN: AU000000SLV8

COURT CONVENES SCHEME MEETING

On 26 November 2010, the Directors of Sylvania Resources Limited (Sylvania Resources or the Company) announced the Company's intention to redomicile from Australia to Bermuda. The Company is now pleased to announce that the Supreme Court of Western Australia has today made orders to allow Sylvania Resources to convene a meeting of its members (Scheme Meeting) to consider the proposed scheme of arrangement between Sylvania Resources and its members (Scheme). to effect a merger with Sylvania Platinum Limited (Sylvania Platinum).

The Scheme Meeting will be held at 11.00am (western standard time) on 2 March 2011 at the Celtic Club, 48 Ord Street, West Perth, Western Australia.

If the Scheme is implemented:

-- shareholders of Sylvania Resources (Sylvania Resources Shareholders) will receive one common share in Sylvania Platinum (Sylvania Platinum Share) for each fully paid ordinary share in the capital of Sylvania Resources (Sylvania Resources Share); and

-- holders of depositary interests that confer beneficial ownership in Sylvania Resources Shares (Sylvania Resources DIs) will receive one depositary interest that confers beneficial ownership in one Sylvania Platinum Share (Sylvania Platinum DI) for each Sylvania Resources DI,

except in the case of ineligible foreign holders, who will receive their Scheme consideration in cash. Please see below for further details.

Scheme Booklet

Details of the Scheme, including details of how Sylvania Resources Shareholders and holders of Sylvania Resources DIs can vote at the Scheme Meeting, are set out in the Scheme Booklet.

The Scheme Booklet which will be made available on the Company's website has been registered with the Australian Securities and Investments Commission. It is intended that the Scheme Booklet will be mailed to Sylvania Resources Shareholders and holders of Sylvania Resources DIs on or about 25 January 2011.

To access a copy of the Scheme Booklet, please visit the Company's web site www.sylvaniaresources.comor paste the following web link into your internet browser:

http://www.rns-pdf.londonstockexchange.com/rns/6646Z_1-2011-1-18.pdf

Sylvania Resources Shareholders and holders of Sylvania Resources DIs should read the Scheme Booklet in its entirety before making a decision as to whether or not to vote in favour of the Scheme.

Independent Expert

The Independent Expert, Deloitte Corporate Finance Pty Limited, has concluded that the Scheme is in the best interests of Sylvania Resources shareholders and holders of Sylvania Resources DIs. A copy of the Independent Expert's Report is set out in Annex 4 of the Scheme Booklet.

Directors' Recommendation

The Directors of Sylvania Resources have carefully considered the Scheme and unanimously recommend that, in the absence of a superior proposal, Sylvania Resources Shareholders and holders of Sylvania Resources DIs vote in favour of the Scheme. Each of the Directors intend to vote all Sylvania Resources Shares held by (or on behalf of) them in favour of the Scheme.

Ineligible Foreign Holders

Sylvania Resources Shareholders and holders of Sylvania Resources DIs whose address on the applicable register at the Scheme Record Date (as defined in the Scheme Booklet) is a place outside Australia and its external territories, the Isle of Man, Jersey, Singapore, Guernsey, Hong Kong, Bermuda or the United Kingdom shall, unless Sylvania Resources and Sylvania Platinum agree otherwise, be deemed to be "Ineligible Foreign Holders" for the purposes of the Scheme.

Ineligible Foreign Holders will not be issued with Sylvania Platinum Shares or Sylvania Platinum DIs under the Scheme. Instead, the Sylvania Platinum Shares that would otherwise have been issued to, or for the benefit of, Ineligible Foreign Shareholders under the Scheme, will be issued to the sale nominee for the purposes of the Scheme (Sale Nominee).

Sylvania Platinum will procure that, as soon as practicable after implementation of the Scheme, the Sale Nominee sells those Sylvania Platinum Shares on the Australian Securities Exchange (ASX). Sylvania Platinum will pay, or procure the payment of, the net sale proceeds received (after deducting any applicable selling costs, tax and charges) to the Ineligible Foreign Holders. Further details are set out in section 8.11 of the Scheme Booklet.

Quotation on ASX and AIM Admission

Sylvania Platinum will apply for official quotation on ASX of all Sylvania Platinum Shares to be issued under the Scheme within seven days after the date of the Scheme Booklet. That application will be conditional upon the Scheme coming into effect pursuant to section 411(10) of the Corporations Act 2001 (Cth).

Sylvania Platinum will issue a pre-admission announcement plus appendix in connection with the proposed admission of Sylvania Platinum Shares to trading on AIM (Schedule 1 Announcement) on or about 25 January 2011. A copy of the Schedule 1 Announcement will be available on the website of Sylvania Resources and released to ASX.

It is currently expected that Sylvania Platinum Shares will begin trading on ASX and AIM on a normal settlement basis on or about 24 March 2011, subject to implementation of the Scheme.

For further information please contact:

In South Africa Terence McConnachie (CEO Sylvania Resources Limited) (+27 11) 673 1171

Louis Carroll (FD/Joint Company Secretary) Sylvania Resources Limited (+27 11) 673 1171

In Australia

Richard Rossiter (Chairman) Sylvania Resources Limited

(+614) 1868 8338

Grant Button (Director/Joint Company Secretary) Sylvania Resources Limited (+618) 9226 4777

In United Kingdom Richard Brown/Ben Wright Ambrian Partners Limited +44 (0) 20 7634 4700

Laurence Read/Beth Harris

Threadneedle Communications

+44 (0) 20 7653 9855

This information is provided by RNS