HAVILAH RESOURCES LIMITED — Director's Dealing 2012

Oct 3, 2012

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Havilah Resources NL ABN 39 077 435 520 31 Flemington St Glenside SA 5065 Ph: (08) 8338 9292 Fax: (08) 8338 9293

4 October 2012

Ms Lisa Banh Adviser, Listings ASX Compliance Pty Ltd 20 Bridge Street SYDNEY NSW 2000

Dear Miss Banh,

Amendment to Appendices 3Y Lodged 23 March 2012

Following lodgement of an Appendix 3Y (Change of Directors Interest Notice) for Mr Kenneth Williams on 18 September, 2012, in relation to Havilah Resources NL ( Havilah ) it was discovered that there was an error in the Appendix 3Y for Mr Williams lodged on 23 March 2012.

Havilah has subsequently undertaken a review of its records and has discovered that both the Appendix 3Y lodged for Mr Williams and the Appendix 3Y lodged for Mr Keith Robert Johnson on 23 March 2012 were incorrect.

The transaction giving rise to the errors was the acceptance of the take-over offer from Havilah for all the outstanding shares in Geothermal Resources NL ( Geothermal ).

At the time of the take-over offer, Mr Williams and Mr Johnson were directors of both Havilah and Geothermal. Mr Williams had a relevant interest in 86,307 Geothermal shares and 200,000 Geothermal directors’ options and Mr Johnson had a relevant interest in 671,263 Geothermal shares and 900,000 Geothermal directors’ options

Mr Williams and Mr Johnson, together with one other Geothermal directors, accepted the offer by Havilah for all the Geothermal shares they held (directly and indirectly) and exercised the outstanding Geothermal directors’ options to shares and accepted the bid for the Geothermal shares issued following the exercise of the directors’ options. The intention to do so was disclosed in the Target’s Statement released in response to the takeover offer.

Pursuant to the terms of the takeover offer Mr Williams acquired a relevant interest in 21,576 Havilah shares for the 86,307 Geothermal shares held, plus an additional 50,000 Havilah shares for the 200,000 Geothermal shares issued on exercise of the Geothermal options. The Appendix 3Y for Mr Williams lodged on 23 March 2012 correctly recorded the

acquisition of the 21,576 Havilah shares, but the additional 50,000 Havilah shares acquired for the Geothermal shares issued pursuant to the exercise of the Geothermal options were inadvertently overlooked.

The Appendix 3Y lodged on 23 March 2012 for Mr Johnson correctly recorded the acquisition of 167,814 Havilah shares for the 671,263 Geothermal shares held plus an additional 225,000 Havilah shares for the 900,000 Geothermal shares issued on exercise of the Geothermal options.

However, both the Appendix 3Y forms for Mr Williams and Mr Johnson were incorrectly completed and the date of lodgement was shown as the date of the change in holdings being 23 March 2012. A corrected Appendix 3Y for each of Mr Williams and Mr Johnson is attached.

The oversight regarding the additional 50,000 Havilah shares for Mr Williams was also carried through in the Appendix 3Y lodged on 10 July 2012. A corrected 10 July 2012 Appendix 3Y for Mr Williams is also attached.

Havilah confirms the Appendix 3Y Notice for Mr Williams lodged on 18 September 2012 is correct and does not require amendment other than to correct the date on which the previous Appendix 3Y Notice was lodged (which should read 10 July 2012, instead of 6 July 2012). For completeness, the 18 September 2012 Appendix 3Y Notice for Mr Williams is also attached, with the amended date.

The failure to lodge the Appendices 3Y for Mr Williams and Mr Johnson within the required time occurred in the period immediately after Havilah had acquired Geothermal and the day before the Annual General Meeting, when there was an increased administrative burden on management and it was inadvertently overlooked. The oversight regarding the additional 50,000 shares for Mr Williams was a simple clerical error.

Notwithstanding the above errors in the 3Y’s, the market was fully informed of the Directors’ intentions in relation to the Geothermal takeover bid and the number of Havilah shares that would be acquired by Directors pursuant to their acceptance of the bid.

Havilah takes its responsibilities under the Corporations Act 2001 (Cth) and the ASX Listing Rules very seriously.

The internal systems and processes of Havilah will be reviewed, with a view to making any improvements necessary so as to ensure that the processes and procedures of Havilah are sufficient to prevent such an oversight occurring again and to ensure compliance with ASX Listing Rules, in particular Listing Rules 3.19A and 3.19B.

Yours sincerely, Havilah Resources

Jim Grose Company Secretary

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/9/2001.

Name of entity Havilah Resources NL ABN 39 077 435 520

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Kenneth Graham Williams
Date of last notice	24 October 2010

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Both
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Options and shares held by Balmoral Consulting Pty Ltd and Henri Investments Pty Ltd ATF Balmoral Investments Superannuation Fund, entities controlled by K G Williams Options held byKG Williams
Date of change	5 December 2011
No. of securities held prior to change	Balmoral Consulting Pty Ltd 55,000 shares and 13,750 listed options Henri Investments Pty Ltd ATF Balmoral Investments Superannuation Fund 159,297 shares and 39,825 listed options K G and P C Williams Family Trust 600,000 unlisted options K G Williams 200,000 unlisted options
Class	Ordinary shares

• See chapter 19 for defined terms.

Appendix 3Y Page 1

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Appendix 3Y Change of Director’s Interest Notice

Number acquired	Balmoral Consulting Pty Ltd 2,000 shares Henri Investments Pty Ltd ATF Balmoral Investments Superannuation Fund 17,076 shares K G and P C Williams Family Trust 50,000 shares K G Williams 2,500 shares
Number disposed
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	One Havilah Resources NL share for each four Geothermal shares held
No. of securities held after change	Balmoral Consulting Pty Ltd 57,000 shares and 13,750 listed options Henri Investments Pty Ltd ATF Balmoral Investments Superannuation Fund 176,373 shares and 39,825 listed options K G and P C Williams Family Trust 50,000 shares and 600,000 unlisted options K G Williams 2,500 shares and 200,000 unlisted options
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Conversion of Geothermal Resources Ltd shares to Havilah Resources NL shares in terms of take-over offer announced on 26 August 2011 for Havilah Resources NL to acquire all the shares in Geothermal Resources Ltd not held by Havilah Resources NL.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change

• See chapter 19 for defined terms.

Appendix 3Y Page 2

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Appendix 3Y Change of Director’s Interest Notice

No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed No above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance provided to allow the Not applicable trade to proceed during this period? If prior written clearance was provided, on what date Not applicable was this provided?

• See chapter 19 for defined terms.

Appendix 3Y Page 3

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Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/9/2001.

Name of entity Havilah Resources NL ABN 39 077 435 520

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Keith Robert Johnson
Date of last notice	29 April 2011

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Both
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Options and shares held by Statsmin Nominees Pty Ltd Account>, I-Site Pty Ltd, Maptek Pty Ltd and Talger Pty Ltd entities associated with KR Johnson Options andShares held byKRJohnson
Date of change	5 December 2011
No. of securities held prior to change	Statsmin Nominees Pty Ltd 2,792,220 shares and 698,055 listed options Statsmin Nominees Pty Ltd Fund Account> 316,601 shares and 29,984 listed options KR Johnson 756,460 ordinary shares, 3,094 listed options and3,500,000unlisted options.
Class	Ordinary shares
Number acquired	Statsmin Nominees Pty Ltd Fund Account> 136,378 shares KR Johnson 227,000 ordinary shares I-Site Pty Ltd 2,000 shares Maptek Pty Ltd 13,718 shares Talager Pty Ltd 13,718 shares

• See chapter 19 for defined terms.

Appendix 3Y Page 1

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Appendix 3Y Change of Director’s Interest Notice

Number disposed
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	One Havilah Resources NL share for each four Geothermal shares held
No. of securities held after change	Statsmin Nominees Pty Ltd 2,792,220 shares and 698,055 listed options Statsmin Nominees Pty Ltd Fund Account> 452,979 shares and 29,984 listed options KR Johnson 983,460 ordinary shares and 3,094 listed options and 3,500,000 unlisted options. KR Johnson 1,800,000 director options I-Site Pty Ltd 2,000 shares Maptek Pty Ltd 13,718 shares Talager Pty Ltd 13,718 shares
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Conversion of Geothermal Resources Ltd shares to Havilah Resources NL shares in terms of take-over offer announced on 26 August 2011 for Havilah Resources NL to acquire all the shares in Geothermal Resources Ltd not held by Havilah Resources NL.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired

• See chapter 19 for defined terms.

Appendix 3Y Page 2

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Appendix 3Y Change of Director’s Interest Notice

Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed No above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance provided to allow the Not applicable trade to proceed during this period? If prior written clearance was provided, on what date Not applicable was this provided?

• See chapter 19 for defined terms.

Appendix 3Y Page 3

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Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/9/2001.

Name of entity Havilah Resources NL ABN 39 077 435 520

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Kenneth Graham Williams
Date of last notice	23 March 2012

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Both
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Options and shares held by Balmoral Consulting Pty Ltd and Henri Investments Pty Ltd ATF Balmoral Investments Superannuation Fund, entities controlled by K G Williams Options held byKG Williams
Date of change	6 July 2012
No. of securities held prior to change	Balmoral Consulting Pty Ltd 57,000 shares and 13,750 listed options Henri Investments Pty Ltd ATF Balmoral Investments Superannuation Fund 176,373 shares and 39,825 listed options K G and P C Williams Family Trust 50,000 shares and 600,000 unlisted options K G Williams 2,500 shares and 200,000 unlisted options
Class	Ordinary shares (HAV) and listed options (HAVOA)

• See chapter 19 for defined terms.

Appendix 3Y Page 1

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Appendix 3Y Change of Director’s Interest Notice

Number acquired	51,920 shares (HAV) and 12,980 listed options (HAVOA) by way of takeover consideration of Curnamona Energy Ltd
Number disposed
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	One Havilah Resources NL share (HAV) for every five Curnamona shares (CUY) held. One new Havilah Option (HAVOA) for every five Curnamona Listed options (CUYO) held.
No. of securities held after change	Balmoral Consulting Pty Ltd 68,920 shares (HAV); 13,750 listed options (HAVO); and 2,980 listed options (HAVOA) Henri Investments Pty Ltd ATF Balmoral Investments Superannuation Fund 176,373 shares (HAV) and 39,825 listed options (HAVO) K G and P C Williams Family Trust 50,000 shares and 600,000 unlisted options K G Williams 42,500 shares ordinary shares; 200,000 unlisted options; and 10,000 listed options (HAVOA)
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Conversion of Curnamona Energy Ltd shares and listed options to Havilah Resources NL shares and listed options in terms of take- over offer announced on 9 March 2012 for Havilah Resources NL to acquire all the shares and listed options in Curnamona Energy Ltd not held by Havilah Resources NL.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change

• See chapter 19 for defined terms.

Appendix 3Y Page 2

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Appendix 3Y Change of Director’s Interest Notice

No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed No above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance provided to allow the Not applicable trade to proceed during this period? If prior written clearance was provided, on what date Not applicable was this provided?

• See chapter 19 for defined terms.

Appendix 3Y Page 3

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Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/9/2001.

Name of entity Havilah Resources NL ABN 39 077 435 520

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Kenneth Graham Williams
Date of last notice	10 July 2012

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Both
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Options and shares held by Balmoral Consulting Pty Ltd and Henri Investments Pty Ltd ATF Balmoral Investments Superannuation Fund, entities controlled by K G Williams
Date of change	10 September 2012
No. of securities held prior to change	Balmoral Consulting Pty Ltd 68,920 shares (HAV) and 13,750 listed options (HAVO); and 2,980 listed options (HAVOA) Henri Investments Pty Ltd ATF Balmoral Investments Superannuation Fund 176,373 shares (HAV) and 39,825 listed options (HAVO) K G and P C Williams Family Trust 50,000 shares (HAV) and 600,000 unlisted options K G Williams 42,500 ordinary shares (HAV), 200,000 unlisted options; and 10,000 listed options(HAVOA)
Class	Ordinary shares (HAV) and listed options (HAVOB)

• See chapter 19 for defined terms.

Appendix 3Y Page 1

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Appendix 3Y Change of Director’s Interest Notice

Number acquired	33,779 shares (HAV) and 33,779 listed options (HAVOB) by way of Havilah Rights issue as set out in prospectus dated 31 July 12
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$21,956.35
No. of securities held after change	Balmoral Consulting Pty Ltd 75,812 shares (HAV); 13,750 listed options (HAVO); 2,980 listed options (HAVOA); and 6,892 listed options (HAVOB) Henri Investments Pty Ltd ATF Balmoral Investments Superannuation Fund 194,010 shares (HAV), 39,825 listed options (HAVO); and 17,637 listed options (HAVOB) K G and P C Williams Family Trust 55,000 shares (HAV), 5,000 listed options (HAVOB); and 600,000 unlisted options K G Williams 46,750 shares (HAV); 200,000 unlisted options; 10,000 listed options (HAVOA); and 4,250 listed options (HAVOB)
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Acceptance of Havilah offer as set out in prospectus dated 31 July 2012 to subscribe for one share at a price of 65c for every 10 Havilah shares held as at 10 August 2012. Shares taken up have one attaching, listed option at an exercise price of $1.00, expiring on30August 2013.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract Nature of interest Name of registered holder (if issued securities)

• See chapter 19 for defined terms.

Appendix 3Y Page 2

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Appendix 3Y Change of Director’s Interest Notice

Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed No above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance provided to allow the Not applicable trade to proceed during this period? If prior written clearance was provided, on what date Not applicable was this provided?

• See chapter 19 for defined terms.

Appendix 3Y Page 3

11/3/2002