HAWTHORN RESOURCES LIMITED — Director's Dealing 2009

May 7, 2009

ABN 44 009 157 439

==> picture [98 x 86] intentionally omitted <==

Level 2, 90 William St Melbourne Victoria 3000 Australia

Telephone: +61 3 9605 5950 Facsimile: +61 3 9605 5999 Email: info@hawthornresources.com www.hawthornresources.com

8th May 2009

THE MANAGER COMPANY ANNOUNCEMENTS OFFICE ASX LIMITED

Dear Sir

re : HAWTHORN RESOURCES LIMITED

Appendix 3Y: MARK E ELLIOTT

Enclosed for release to the market is an Appendix 3Y Notice for Mr Elliott advising of the changes in his interests in the securities of Hawthorn Resources Limited since the Appendix 3Y Notice lodged on 4 May 2009.

Yours faithfully

HAWTHORN RESOURCES LIMITED

==> picture [113 x 33] intentionally omitted <==

Mourice Garbutt Company Secretary haw\asx\3Y me 08 05 09

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 HAWTHORN RESOURCES LIMITED ABN 44 009 157 439

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	Mark Edward ELLIOTT
Date of last notice	4th May 2009 (Appendix 3Y)

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	REFER ANNEXURE “A”
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	REFER ANNEXURE “A”
Date of change	4th May 2009
No. of securities held prior to change	REFER ANNEXURE “A”
Class	REFER ANNEXURE “A”
Number acquired	REFER ANNEXURE “A”
Number disposed	REFER ANNEXURE “A”
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	REFER ANNEXURE “A”
No. of securities held after change	REFER ANNEXURE “A”

• See chapter 19 for defined terms.

Appendix 3Y Page 1

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	REFER ANNEXURE “A”

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

haw\asx\3y me 08 05 09

• See chapter 19 for defined terms.

Appendix 3Y Page 2

11/3/2002

This is the Annexure marked "A" referred to in The Appendix 3Y Notice (Change of Director's Interest) prepared and lodged in relation to the entitlement to the issued securities of Hawthorn Resources Limited for:

DIRECTOR:

Mark Edward ELLIOTT

Entitlements: Direct: Self Total Direct Entitlements Indirect Holdings: (A)Decoland Holdings Pty Ltd C/- 189 Hotham Street, East Melbourne, Vic 3002 (B)Decoland Holdings Pty Ltd C/- 189 Hotham Street, East Melbourne, Vic 3002 (C)895 Mooroduc Highway Pty Ltd C/- 189 Hotham Street, East Melbourne, Vic 3002 Total Indirect Entitlements Total Entitlements Total Issued Securities Percentage Entitlements	Present App 3Y Notice 08.05.2009	Present App 3Y Notice 08.05.2009	Previous App 3Y Notice 04.05.2009	Previous App 3Y Notice 04.05.2009	MOVEMENTS	MOVEMENTS
					May 04 - May 08
	Shares	Options	Shares	Options	Shares	Options
	-	-	-	-	-	-
	-	-	-	-	-	-
	- 10,000,000 -	5,000,000	- 20,044,185 -	5,000,000	- 10,044,185 - -	- - -
	10,000,000	5,000,000	20,044,185	5,000,000	10,044,185 -	-
	10,000,000	5,000,000	20,044,185	5,000,000	10,044,185 -	-
	1,158,066,830		1,158,066,830		1,158,066,830
	0.864		1.731		0.867 -

Comments:

Mr M E Elliott has an entitlement to or a relevant interest in the above mentioned securities for the following reasons:

1. Self - Mr Elliott has a legal and beneficial entitlement to any Hawthorn Resources Limited securities registered in his name .

2. Mr Elliott is a director of and holds a prescribed interest in the share capital of Decoland Holdings Pty Ltd (A) and is a Trustee for the Fund referred to above in Indirect Entitlements ( B ) and may have an entitlement under such Trust

3. Mr Elliott is a director of and holds a prescribed interest in the share capital of 895 Mooroduc Highway Pty Ltd - Indirect Entitlements (C )

Options:

Expiring 25 January 2018 , exercise price of 10 cents 5,000,000 no change

Movements in Entitlements:

1. Self

No change No change

1. Decoland Holdings Pty Ltd

2. Decoland Holdings Pty Ltd

The company made the following on-market sales of shares in the normal course of trading on the official lists of the ASX Limited:

Date	Unit price A$/ share	Volume of Shares	Total Sold
2009.05.04 2009.05.05	0.0108 0.0107	4,000,000 6,044,185	10,044,185
No change

1. 895 Mooroduc Highway Pty Ltd