HAWTHORN RESOURCES LIMITED — Director's Dealing 2012

Feb 19, 2012

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17 February 2012

Market Announcements Office ASX Limited

Via E Lodgement

CHANGE IN DIRECTOR’S INTEREST IN SECURITIES – Amended for Part 3

Mr M G Kerr

Mr M E Elliott

Attached for release to the market is an Appendix 3Y Notice (Change of Director’s Interest) for each of Mr Kerr and Mr Elliott as amended to include the Part 3 declarations in relation to “Closed Period”

The reported changes arising from participation in the recently closed Share Purchase Plan offering to all eligible shareholders for which the new shares were allotted as of 13 February 2012.

CONTACT

Hawthorn Resources Limited Mourice Garbutt Company Secretary

T: +613 9605 5917 F: +613 9605 5999

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y AS AMENDED FOR Part 3 Change of Director’s Interest Notice

Mark Gregory KERR

9th December 2010 (Appendix 3Y)

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 30/09/01 Amended 01/01/11

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 9th December 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	Monday 13th.February 2012
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.

01/01/2011 Appendix 3Y Page 1

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	REFER ANNEXURE “A”
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

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?

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?	N.B. The shares as acquired and referred to in the Annexure “A” were acquired under the Hawthorn Resources Limited Share Purchase Plan offering to all eligible shareholders per the Record Date of 2 December 2011 and which closed on 7 **February 2012.. **
If so, was prior written clearance provided to allow the trade to proceed during this period?
If prior written clearance was provided, on what date was this provided?

If so, was prior written clearance provided to allow the trade to proceed during this period? If prior written clearance was provided, on what date was this provided?

haw\asx\3y mgk 17 02 12

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

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:	Present App 3Y Notice 17.02.2012	Present App 3Y Notice 17.02.2012	Previous App 3Y Notice 09.12.2010	Previous App 3Y Notice 09.12.2010	MOVEMENTS	MOVEMENTS
					22.10.10 to 09.12.10
	Shares	Options	Shares	Options	Shares	Options
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	26,990,833 11,208,000 8,350,000 6,638,739	5,000,000 2,500,000 6,928,000	25,490,833 11,208,000 8,350,000 5,138,739	5,000,000 2,500,000 6,928,000	1,500,000 - - 1,500,000	- - - -
(E)Mark E Elliott C/- 189 Hotham Street,East Melbourne,Vic 3002	21,500,000	5,000,000	20,000,000	5,000,000	1,500,000	-
(F) Legacy Iron Ore Limited Level 5,Citibank House,37 St Georges Terrace,Pert,WA 6000	251,500,000	-	250,000,000	-	1,500,000	-
Total Indirect Entitlements Total Entitlements Total Issued Securities Percentage Entitlements
	326,187,572	19,428,000	320,187,572	19,428,000	6,000,000	-
	326,187,572	19,428,000	320,187,572	19,428,000	6,000,000	-
	2,137,441,493		1,775,595,897		361,845,596
	15.2607		18.0327		2.772 -

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.

2. 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.

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

4. 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 ordinary Hawthorn Resources Limited shares in which both Legacy Iron Ore Limited and Mr Elliott (via Decoland Holdings Pty Ltd) have a declared interest - (E) & (F) above.

Options:

Options:
Expiring 28 February 2013 , exercise price of 10 cents (Quoted HAWOB) Expiring 25 January 2018 , exercise price of 10 cents (Unquoted HAWAM) Total Entitlement to Options Movements in Entitlements:	9,428,000 No change 5,000,000 No change 14,428,000 No change
1, (A) Mark & Linda Kerr **A/C> Mark & Linda Kerr as an eligible shareholder as at the Record Date of 2 December 2011 participated in the Share Purchase Plan as offered to shareholders by Hawthorn Resources Limited. As entitled, the Fund participated in the Plan and subscribed for the maximum permitted application of $15,000.00 and was allotted, on 13 February 2012, 1,500,000 new ordinary Hawthorn Resources Limited shares at $0.01 a share.
2. (D) Berkeley Consultants Pty Ltd Berkeley Consultants Pty Ltd as an eligible shareholder as at the Record Date of 2 December 2011 participated in the Share Purchase Plan as offered to shareholders by Hawthorn Resources Limited. As entitled, Berkeley participated in the Plan and subscribed for the maximum permitted application of $15,000.00 and was allotted, on 13 February 2012, 1,500,000 new ordinary Hawthorn Resources Limited shares at $0.01 a share.
3. (E) Mark E Elliott via Decoland Holdings Pty Ltd Decoland Holdings Pty Ltd as an eligible shareholder as at the Record Date of 2 December 2011 participated in the Share Purchase Plan as offered to shareholders by Hawthorn Resources Limited. As entitled, Decoland participated in the Plan and subscribed for the maximum permitted application of $15,000.00 and was allotted, on 13 February 2012, 1,500,000 new ordinary Hawthorn Resources Limited shares at $0.01 a share.
4. (F) Legacy Iron Ore Limited Legacy Iron Ore Limited (Legacy) as an eligible shareholder as at the Record Date of 2 December 2011 participated in the Share Purchase Plan as offered to shareholders by Hawthorn Resources Limited. As entitled, Legacy participated in the Plan and subscribed for the maximum permitted application of $15,000.00 and was allotted, on 13 February 2012, 1,500,000 new ordinary Hawthorn Resources Limited shares at $0.01 a share.

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y AS AMENDED FOR Part 3 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 30/09/01 Amended 01/01/11

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	9th December 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	Monday 13th.February 2012
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”
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”

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

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	REFER ANNEXURE “A”
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

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during a[[+]] closed period where prior written clearance was required?

Were the interests in the securities or contracts detailed No. above traded during a[[+]] closed period where prior written N.B. The shares as acquired and clearance was required? referred to in the Annexure “A” were acquired under the Hawthorn Resources Limited Share Purchase Plan offering to all eligible shareholders per the Record Date of 2 December 2011 and which closed on 7 February 2012. If so, was prior written clearance provided to allow the trade to proceed during this period? If prior written clearance was provided, on what date was this provided?

haw\asx\3y mee 17 02 12

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

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:	Present App 3Y Notice 17.02.2012	Present App 3Y Notice 17.02.2012	Previous App 3Y Notice 09.12.2010	Previous App 3Y Notice 09.12.2010	MOVEMENTS	MOVEMENTS
					09.12.10 to 13.02.2012
	Shares	Options	Shares	Options	Shares	Options
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	- 21,500,000	5,000,000	- 20,000,000	5,000,000	- - 1,500,000	- - -
( C )Mark G Kerr C/- Level 2, 90 William Street, Melbourne, Vic, 3000	53,187,572	14,428,000	50,187,572	14,428,000	3,000,000	-
(D) Legacy Iron Ore Limited Level 5, Citibank House, 37 St Georges Terrace, Perth, WA6000	251,500,000		250,000,000		1,500,000	-
Total Indirect Entitlements Total Entitlements Total Issued Securities Percentage Entitlements
	326,187,572	19,428,000	320,187,572	19,428,000	6,000,000	-
	326,187,572	19,428,000	320,187,572	19,428,000	6,000,000	-
	2,137,441,493		1,775,595,897		361,845,596 -
	15.2607		18.0327		2.7720

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 ordinary Hawthorn Resources Limited shares in which both Legacy and Mr Kerr have a declared interest.

Unquoted Options:

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

Movements in Entitlements:
1. Decoland Holdings Pty Ltd <MEE	Decoland Holdings Pty Ltd as an eligible shareholder as at the Record Date of 2 December
Super Fund A/C >.	2011 participated in the Share Purchase Plan as offered to shareholders by Hawthorn Resources Limited. As
	entitled, Decoland participated in the Plan and subscribed for the maximum permitted application of $15,000.00 and
	was allotted, on 13 February 2012, 1,500,000 new ordinary Hawthorn Resources Limited shares at $0.01 a share.
2. Mark G Kerr via - (i) Mark & Linda Kerr <Lindmark	Mark & Linda Kerr & Berkeley Consultants Pty Ltd as eligible shareholders as at
Staff Super Fund A/C>; & (ii) Berkeley Consultants Pty	the Record Date of 2 December 2011each participatedin the Share Purchase Plan as offered to shareholders by
Ltd	Hawthorn Resources Limited. As entitled,eachparticipated in the Plan and subscribed for the maximum permitted
	application of $15,000.00 andeachwere allotted, on 13 February 2012, 1,500,000 new ordinary Hawthorn Resources
	Limited shares at $0.01 a share.
3. Legacy Iron Ore Limited	Legacy Iron Ore Limited (Legacy) as an eligible shareholder as at the Record Date of 2 December 2011 participated
	in the Share Purchase Plan as offered to shareholders by Hawthorn Resources Limited. As entitled, Legacy
	participated in the Plan and subscribed for the maximum permitted application of $15,000.00 and was allotted, on 13
	February 2012, 1,500,000 new ordinary Hawthorn Resources Limited shares at $0.01 a share.