HAWTHORN RESOURCES LIMITED — Director's Dealing 2010

Dec 8, 2010

ABN 44 009 157 439

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Level 2, 90 William St Melbourne Victoria 3000 Australia

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

9 December 2010

THE MANAGER COMPANY ANNOUNCEMENTS OFFICE ASX LIMITED

Dear Sir/Madam

Re: Hawthorn Resources Limited

Notices of Change in Directors Interest (2)

Messrs M E Elliott and M G Kerr

Enclosed for release to the market is an Appendix 3Y Notice for each of Mr Elliott and Mr Kerr reporting a change in their respective entitlements to the issued securities of Hawthorn Resources Limited.

Yours faithfully Hawthorn Resources Limited

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per Mourice Garbutt Company Secretary h\asx\3ys mee mk 09 12 10

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	22nd October 2010 (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	Tuesday 9th December 2010
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 mEe 09 12 10

• 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)Mark G Kerr C/- Level 2, 90 William Street, Melbourne, Vic, 3000 (D)Legacy Iron Ore Limited Suite 32,23 Plain Strret, East Perth, Western Australia, 6004 Total Indirect Entitlements Total Entitlements Total Issued Securities Percentage Entitlements	Previous App 3Y Notice 22.10.2010	Previous App 3Y Notice 22.10.2010	Present App 3Y Notice 09.12.2010	Present App 3Y Notice 09.12.2010	MOVEMENTS	MOVEMENTS
					22.10.10 to 09.12.10
	Shares	Options	Shares	Options	Shares	Options
	-	-	-	-	-	-
	-	-	-	-	-	-
	- 20,000,000 50,187,572 228,839,384	5,000,000 14,428,000	- 20,000,000 50,187,572 250,000,000	5,000,000 14,428,000	- - - 21,160,616	- - - -
	299,026,956	19,428,000	320,187,572	19,428,000	21,160,616	-
	299,026,956	19,428,000	320,187,572	19,428,000	21,160,616	-
	1,754,435,281		1,775,595,897		21,160,616
	17.0441		18.0327		0.9886

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 no 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). Decoland Holdings Pty Ltd also acts as Trustee for the MEE SuperFund, referred to above in Indirect Entitlements (B), in which Mr Elliott may have an entitlement.

3. Mr Elliott is a Party to co-operation deed dated 3 October 2010 with Legacy Iron Ore Limited ("Legacy:) and Mark G Kerr under which Mr Elliott has a relevant interest in the 250,000,000 new ordinary share issued to and held by Legacy

Unquoted Options:

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

Movements in Entitlements:

1. Self

With effect from 15 October 2010 through the co-operation deed referred to above Mr Elliott acquired a relevant interest in the declared entitlements to the ordinary voting shares of Mark G Kerr and Legacy Iron Ore Limited as noted in ( C ) & (D) above

1. Decoland Holdings Pty Ltd

No change

1. Decoland Holdings Pty Ltd

No change

1. Legacy Iron Ore Limited

On 7 December 2010 Hawthorn Resources Limited issued the second tranche of shares due to Legacy Iron Ore Limited pursuant to the Share Subscription Agreement and totalling 21,160,616 new ordinary shares thereby increasing the entitlement of Legacy Iron Ore Limited to 250 million shares at $0.006 a share.

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 Gregory KERR

Date of last notice 22nd October 2010 (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	Tuesday 07th.December 2010
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 mk 09 12 10

• 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 Gregory KERR

Entitlements: Direct: Self C/- Level 2, 90 William Street, Melbourne, Vic 3000 Total Direct Entitlements Indirect Holdings: (A)Mark & Linda Kerr C/- Level 2, 90 William Street, Melbourne, Vic 3000 (B) Mark & Linda Kerr C/- Level 2, 90 William Street, Melbourne, Vic 3000 (C)Lindmark Investments Pty Ltd C/- Level 2, 90 William Street, Melbourne, Vic 3000 (D)Berkeley Consultants Pty Ltd C/- Level 2, 90 William Street, Melbourne, Vic 3000 (E)Mark E Elliott C/- 189 Hotham Street, East Melbourne, Vic 3002 (F)Legacy Iron Ore Limited Suite 32,23 Plain Strret, East Perth, Western Australia, 6004 Total Indirect Entitlements Total Entitlements Total Issued Securities Percentage Entitlements	Previous App 3Y Notice 22.10.2010	Previous App 3Y Notice 22.10.2010	Present App 3Y Notice 09.12.2010	Present App 3Y Notice 09.12.2010	MOVEMENTS	MOVEMENTS
					22.10.10 to 09.12.10
	Shares	Options	Shares	Options	Shares	Options
	-	-	-	-	-	-
	-	-	-	-	-	-
	25,490,833 11,208,000 8,350,000 5,138,739 20,000,000 228,839,384	- 5,000,000 2,500,000 6,928,000 5,000,000 -	25,490,833 11,208,000 8,350,000 5,138,739 20,000,000 250,000,000	5,000,000 2,500,000 6,928,000 5,000,000 -	- - - - - 21,160,616	- - - - - -
	299,026,956	19,428,000	320,187,572	19,428,000	21,160,616	-
	299,026,956	19,428,000	320,187,572	19,428,000	21,160,616	-
	1,754,465,281		1,775,595,897		21,130,616
	17.0438		18.0327		0.989

Comments:

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

1. Self -Mr Kerr has no Hawthorn Resources Limited securities registered in his name.

1. Mr Kerr is a Trustee for each of the Funds referred to above in Indirect Entitlements (A); (B) & (C) and may have an an entitlement under such Trusts.

2. Mr Kerr is a director of Berkeley Consultants Pty Ltd and holds a prescribed interest in its share capital - Indirect Entitlements (D)

3. Mr Kerr is a Party to co-operation deed dated 3 October 2010 with Legacy Iron Ore Limited("Legacy") and Mark E Elliott under which Mr Kerr has a relevant interest in the 250,000,000 new ordinary share issued to and held by Legacy

Options:

Options:
Expiring 28 February 2013 , exercise price of 10 cents	(Quoted HAWOB)	9,428,000	No change
Expiring 25 January 2018 , exercise price of 10 cents	(Unquoted HAWAM)	5,000,000	No change
Total Entitlement to Options		14,428,000	No change
Movements in Entitlements:
(A) Mark & Linda Kerr	No change
(B) Mark & Linda Kerr	No change
(C) Lindmark Investments Pty Ltd	No change
(D) Berkeley Consultants Pty Ltd	No change
(F) Legacy Iron Ore Limited	On 7 December 2010 Hawthorn Resources Limited issued the second tranche
	of shares due to Legacy Iron Ore Limited pursuant to the Share Subscription
	Agreement and totalling 21,160,616 new ordinary shares thereby increasing
	the entitlement of Legacy Iron Ore Limited to 250 million shares at $0.006 a
	share.

Self

With effect from 15 October 2010 through the co-operation deed referred to above Mr Kerr acquired a relevant interest in the declared entitlements to the ordinary voting shares of Mark E Elliott and Legacy Iron Ore Limited as noted in ( E ) & (F) above