HAWTHORN RESOURCES LIMITED — Director's Dealing 2013

May 23, 2013

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ABN 44 009 157 439

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

ASX Company Announcements Office

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APPENDIX 3Y – CHANGE OF DIRECTOR’S INTEREST NOTICE

Messrs M G Kerr and M E Elliott

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24 May 2013 , Attached for release to the market are Appendix 3Y Notices (Change of Director’s Interest) for Hawthorn Resources Limited directors Messrs M G Kerr and M E Elliott noting the change in their entitlements to and interest in ordinary shares arising from the Consolidation of Shares on the basis of 1 for 20.

END

CONTACT: Hawthorn Resources Limited Mourice Garbutt, Company Secretary on +613 9605 5917

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 30/09/01 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	1st May 2013 (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	17 May 2013
No. of securities held prior to change	53,187,572 pre-consolidation
Class	Ordinary
Number acquired	Nil
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Not applicable
No. of securities held after change	2,659,379 post-consolidation
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	The number of shares held by the director has been consolidated on a basis of 1 for 20 (with fractions rounded to the nearest whole number of shares) in accordance with the Hawthorn Resources Limited share consolidation which became effective on 17 May2013.

• 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 – no change
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

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? **	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	Not Applicable
If prior written clearance was provided, on what date was this provided?	Not Applicable

hw\3y mk 24 05 13

• 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

	PRE CONSOLIDATION	PRE CONSOLIDATION	POST CONSOLIDATION
Entitlements:	Previous App 3Y Notice 01.05.2013	Present App 3Y Notice 24.05.2013	Present App 3Y Notice 24.05.2013
	Shares	Shares	Shares
Direct:
Self	-	-	-
Total Direct Entitlements Indirect Holdings: (i)Decoland Holdings Pty Ltd C/- 189 Hotham Street, East Melbourne, Vic 3002 (ii)Decoland Holdings Pty Ltd C/- 189 Hotham Street, East Melbourne, Vic 3002 Total Entitlement - Mark E Elliott (B) Mark G Kerr (i)Mark & Linda Kerr C/- Level 2, 90 William Street, Melbourne, Vic 3000 (ii) Mark & Linda Kerr C/- Level 2, 90 William Street, Melbourne, Vic 3000 (iii)Lindmark Investments Pty Ltd C/- Level 2, 90 William Street, Melbourne, Vic 3000 (iv)Berkeley Consultants Pty Ltd Total Entitlement - Mark G Kerr (C) Feng Hua Mining Investment Holding (HK) Limited Room 1606 Westley Square, 48 Hoi Yuen Road Kwun Tong Kln, Hong Kong
	-	-	-
	- 21,500,000	- 21,500,000	1,075,000
	21,500,000	21,500,000	1,075,000
	26,990,833 11,208,000 8,350,000 6,638,739	26,990,833 11,208,000 8,350,000 6,638,739	1,349,542 560,400 417,500 331,937
	53,187,572	53,187,572	2,659,379
	1,287,827,651	1,287,827,651	64,391,383
Total Indirect Entitlements Total Entitlements Total Issued Securities Percentage Entitlements	1,362,515,223	1,362,515,223	68,125,762
	1,362,515,223	1,362,515,223	68,125,762
	3,425,269,144	3,425,269,144	171,263,644
	39.7783	39.7783	39.7783

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. As announced to the ASX on the 31 August 2013 Mr Kerr was to be a Party to a proposed Co-operation Deed with Feng Hua Mining Investment Holding (HK) Limited ("Feng Hua") and Mr Mark E Elliott under which Mr Kerr will have an interest in the ordinary Hawthorn Resources Limited shares in which both Feng Hua and Mr Elliott will have or has a declared interest. Feng Hua was issued with 320,616,224 shares on 30 October 2012 and such interest declared to the market in December 2012 following the view expressed by ASIC that, although the Deed was not yet approved by shareholders, in its opinion a relationship was established by the August 2012 announcement to the ASX. Since then and following shareholder approval at the 2012 AGM the Company issued a further 967,11,427 shares on 30 April 2013 for a total holding by Feng Hua of 1,287,827,651 shares. The Co-operation Deed was approved by shareholders at the 2012 AGM and has been executed by all three parties to the Deed.

Movements in Entitlements:

1. Mark E Elliott NO CHANGE IN ENTITLEMENT PRE AND POST CONSOLIDATION OF HAWTHORN RESOURCES LIMITED SHARES. By virtue of the Co-operation Deed between Mr Elliott, Feng Hua and Mr Kerr, Mr Elliott has a substantial shareholding in the declared entitlements to the ordinary voting shares of Mark G Kerr and Feng Hua Mining Investment Holding (HK) Limited (B) & (C) above. This interest, as shown above, totals, in aggregate, to pre-consolidation shares of 1,287,827,651 shares and postconsolidation totals 68,125,762 shares with effect from 17 May 2013.

2. Mark G Kerr NO CHANGE IN ENTITLEMENT PRE AND POST CONSOLIDATION OF HAWTHORN RESOURCES LIMITED SHARES. By virtue of the Co-operation Deed between Mr Elliott, Feng Hua and Mr Kerr, Mr Kerr has a substantial shareholding in the declared entitlements to the ordinary voting shares of Mark E Elliott and Feng Hua Mining Investment Holding (HK) Limited(A) & (C) above. This interest, as shown above, totals, in aggregate, to pre-consolidation shares of 1,287,827,651 shares and postconsolidation totals 68,125,762 shares with effect from 17 May 2013.

3. Feng Hua Mining Investment Holding NO CHANGE IN ENTITLEMENT PRE AND POST CONSOLIDATION OF HAWTHORN RESOURCES LIMITED SHARES. (HK) Limited As announced on 31 August 2012 to the ASX Mr Kerr was to be a party to a proposed Co-operation Deed with Feng Hua and Mr Mark E Elliott. The Deed itself was approved by shareholders at the 2012 AGM as held on 30 January 2013 and has been executed by each of the three parties . Through the Deed Feng Hua Mining Investment Holding (HK) Limited has a substantial shareholding in the declared entitlements to the ordinary voting shares of Mark E Elliott and Mark E Elliott (A + B) & (C) above. This interest, as shown above, totals, in aggregate, to pre-consolidation shares of 1,287,827,651 shares and postconsolidation totals 68,125,762 shares with effect from 17 May 2013.

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 30/09/01 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 pre-consolidation	1 May 2013 (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	17 May 2013
No. of securities held prior to change	21,500,000 pre-consolidation
Class	Ordinary
Number acquired	Nil
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Not applicable
No. of securities held after change	1,075,000 post-consolidation
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	The number of shares held by the director has been consolidated on a basis of 1 for 20 (with fractions rounded to the nearest whole number of shares) in accordance with the Hawthorn Resources Limited share consolidation which became effective on 17 May2013.

• 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 – no change
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

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? **	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	Not applicable
If prior written clearance was provided, on what date was this provided?	Not applicable

hw\3y mee 24 05 13

• 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:	PRE CONSOLIDATION	PRE CONSOLIDATION	POST CONSOLIDATION
	Previous App 3Y Notice 01.05.2013	Present App 3Y Notice 24.05.2013	Present App 3Y Notice 24.05.2013
	Shares	Shares	Shares
Self	-	-	-
Total Direct Entitlements Indirect Holdings:	-	-	-
			- 1,075,000
(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	- 21,500,000
Total Direct Entitlement - Mark E Elliott	21,500,000	21,500,000	1,075,000
(C) Mark G Kerr C/- Level 2, 90 William Street, Melbourne, Vic, 3000	53,187,572	53,187,572	2,659,379
(D) Feng Hua Mining Investment Holding (HK) Limited Room 1606 Westley Square, 48 Hoi Yuen Road Kwun Tong Kln, Hong Kong	320,616,224	1,287,827,651	64,391,383
Total Indirect Entitlements Total Entitlements Total Issued Securities Percentage Entitlements
	395,303,796	1,362,515,223	68,125,762
	395,303,796	1,362,515,223	68,125,762
	2,458,057,717	3,425,269,144	171,263,644
	16.0820	39.7783	39.7783

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. As announced to the ASX on the 31 August 2013 Mr Kerr was to be a Party to a proposed Co-operation Deed with Feng Hua Mining Investment Holding (HK) Limited ("Feng Hua") and Mr Mark E Elliott under which Mr Kerr will have an interest in the ordinary Hawthorn Resources Limited shares in which both Feng Hua and Mr Elliott will have or has a declared interest. Feng Hua was issued with 320,616,224 shares on 30 October 2012 and such interest declared to the market in December 2012 following the view expressed by ASIC that, although the Deed was not yet approved by shareholders, in its opinion a relationship was established by the August 2012 announcement to the ASX. Since then and following shareholder approval at the 2012 AGM the Company issued a further 967,11,427 shares on 30 April 2013 for a total holding by Feng Hua of 1,287,827,651 shares . The Co-operation Deed was approved by shareholders at the 2012 AGM and has been executed by all three parties to the Deed.

Movements in Entitlements:

1. Mark E Elliott

NO CHANGE IN ENTITLEMENT PRE AND POST CONSOLIDATION OF HAWTHORN RESOURCES LIMITED SHARES . By virtue of the Co-operation Deed between Mr Elliott, Feng Hua and Mr Kerr, Mr Elliott has a substantial shareholding in the declared entitlements to the ordinary voting shares of Mark G Kerr and Feng Hua Mining Investment Holding (HK) Limited (C) & (D) above. This interest, as shown above, totals, in aggregate, to pre-consolidation shares of 1,287,827,651 shares and post-consolidation totals 68,125,762 shares with effect from 17 May 2013

2. Mark G Kerr NO CHANGE IN ENTITLEMENT PRE AND POST CONSOLIDATION OF HAWTHORN RESOURCES LIMITED

SHARES . By virtue of the Co-operation Deed between Mr Elliott, Feng Hua and Mr Kerr, Mr Kerr has a substantial shareholding in the declared entitlements to the ordinary voting shares of Mark E Elliott and Feng Hua Mining Investment Holding (HK) Limited (A + B) & (D) above. This interest, as shown above, totals, in aggregate, to pre-consolidation shares of 1,287,827,651 shares and post-consolidation totals 68,125,762 shares with effect from 17 May 2013

3. Feng Hua Mining Investment Holding (HK) NO CHANGE IN ENTITLEMENT PRE AND POST CONSOLIDATION OF HAWTHORN RESOURCES LIMITED Limited SHARES. As announced on 31 August 2012 to the ASX Mr Elliott was to be a party to a proposed Co-operation Deed with Feng Hua and Mr Mark G Kerr. The Deed itself was approved by shareholders at the 2012 AGM as held on 30 January 2013 and has been executed by each of the three parties . Through the Deed Feng Hua Mining Investment Holding (HK) Limited has a substantial shareholding in the declared entitlements to the ordinary voting shares of Mark G Kerr and Mark E Elliott (A + B) & (C) above. This interest, as shown above, totals, in aggregate, to pre-consolidation shares of 1,287,827,651 shares and post-consolidation totals 68,125,762 shares with effect from 17 May 2013