Company Overview and Strategy

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Brief History

SML Corporation traces its beginnings to Synergy Metals, originally incorporated in Australia on 12 March 1940 as North Hustlers Gold Mining Company NL. After several name changes it became known as Synergy Metals Limited on 31 October 2001 having been admitted to the official list of the Australian Stock Exchange on 14 May 1987. The Synergy Metals group developed its focus on exploration for gold, silver and base metals in eastern Victoria.

In June 2011, Northwest Nonferrous Australia Mining Pty Ltd, the Australian subsidiary of a substantial China state-owned mineral resource group in Shaanxi province, invested in Synergy Metals to become holder of 48.7% of its issued share capital. This is major milestone as Northwest is the first major international investor since Synergy Metals was listed. It has enabled Synergy Metals to adopt a wider outlook in a quest for future capital raising opportunities and to cast its eyes beyond Australia.

Synergy Metals continues to explore for gold and base metals with a view to progressing to production but needs additional capital to accomplish these goals. The board of directors came to the view that the company needs a new more flexible corporate structure, one better able to attract international investors.

The Way Forward

Whilst the Synergy Metals group is on a path to growth through its existing business operations, the board is confident that investment is inclined to be more forthcoming in a jurisdiction like Bermuda where there are significant advantages for international investors. There will be increased opportunity to raise new shares, options, bonds or convertible securities not only to fund current and projected exploration but also to fund growth by investment, joint ventures, mergers and acquisitions by SML Corporation in Australia and overseas.

Accordingly, the board of directors proposed to the Synergy Metals share holders and option holders that the company be re-domiciled to Bermuda.

On 8 February 2013, the Company signed an implementation agreement with SML Corporation to facilitate the proposed redomiciliation by way of a share scheme of arrangement, together with an option scheme of arrangement. On completion of redomiciliation, SML Corporation becomes the ultimate holding company of the Synergy Metals group. Further, Synergy Metals, will be delisted on the ASX and SML Corporation will be listed in its place.

See the SMLC Corporate Structure

SML Corporation Structure

SLMC Corporate Structure - 27 May 2013