HAWTHORN RESOURCES LIMITED — Director's Dealing 2017

Oct 2, 2017

ABN 44 009 157 439

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Level 2, 90 William St Melbourne Victoria 3000 Australia

3 October 2017

Mr John Johansson Senior Advisor, Listings Compliance (Melbourne) ASX Compliance Pty Limited Level 4, North Tower Rialto, 525 Collins Street MELBOURNE VIC 3000

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

by email: John.Johansson@asx.com.au

Dear John

Hawthorn Resources Limited (“Hawthorn” or “the Company) Appendix 3Y – Change of Director’s Interest Notice

We refer to your letter dated 28 September 2017 in relation to the Appendix 3Y lodged by the Company with ASX on Tuesday 26 September 2017 and released to the Market by ASX at 10.37 a.m. for Hawthorn Director, Mr Mark Kerr.

In response and having regard to listing rules 3.19A and 3.19B and Guidance Note 22: Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities, under listing rule 18.7 the Company advises as follows in respect to each of the questions below.

1. Please explain why the Appendix was lodged late.

The final details necessary to complete the Appendix 3Y Notice were not available until late on Monday 25 September 2017. As such, it was intended to lodged the Appendix 3Y prior to Market opening on Tuesday 26 September 2017 but, due to a systems malfunction causing problems with the dispatch of emails, the Company was not able to lodge the notice until shortly after the Market had opened and which was finally released by ASX to the Market at 10.37 a.m. on Tuesday 26 September 2017.

1. What arrangements does the Entity have in place under listing rule 3.19B with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?

As set out and stated in the Company’s Corporate Governance Statement to the ASX:

“…As required by the ASX listing rules,…The Company has in place with each director an agreement in the form required under Listing Rule 3.19B…”

1. If the current arrangements are inadequate or not being enforced, what additional steps does the Entity intend to take to ensure compliance with listing rule 3.19B?

No additional steps are considered to be required to the existing arrangements - see items 1 and 2.

Should you require any additional information, please do not hesitate to contact the Company on (03) 9605 5917.

Yours Sincerely Hawthorn Resources Limited

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per Mourice Garbutt Company Secretary asx\3y enquiry 031017

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28 September 2017

Mr Mourice Garbutt Company Secretary Level 2, 90 William Street Melbourne VIC 3000

By email: mgarbutt@krcc.com.au

Dear Mourice

Hawthorn Resources Limited (the “Entity”): Appendix 3Y – Change of Director’s Interest Notice

We refer to the following;

1. The Appendix 3Y lodged by the Entity with ASX on Tuesday, 26 September 2017 for Mr Mark Kerr (the “Director Notice”);

2. Listing rule 3.19A which requires an entity to tell ASX the following:

   • 3.19A.1 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the following times.

     • On the date that the entity is admitted to the official list.

     • On the date that a director is appointed.

The entity must complete Appendix 3X and give it to ASX no more than 5 business days after the entity’s admission or a director’s appointment.

• 3.19A.2 A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) including whether the change occurred during a closed period where prior written clearance was required and, if so, whether prior written clearance was provided. The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs

• 3.19A.3 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the date that the director ceases to be a director. The entity must complete Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director.

ASX Compliance Pty Limited ABN 26 087 780 489

20 Bridge Street Sydney NSW 2000

www.asx.com.au Customer service 13 12 79

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3. Listing rule 3.19B which states as follows.

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An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.

The Appendix 3Y indicate that a change in Director’s notifiable interest occurred on 18 September 2017. It appears that the Director’s Notice should have been lodged with ASX by 25 September 2017. Consequently, the Entity may be in breach of listing rules 3.19A and/or 3.19B.

Please note that ASX is required to record details of breaches of the listing rules by listed entities for its reporting requirements.

ASX reminds the Entity of its contract with ASX to comply with the listing rules. In the circumstances ASX considers that it is appropriate that the Entity make necessary arrangements to ensure there is not a reoccurrence of a breach of the listing rules.

Having regard to listing rules 3.19A and 3.19B and Guidance Note 22: Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities , under listing rule 18.7 we ask that you answer each of the following questions.

1. Please explain why the Appendix was lodged late.

2. What arrangements does the Entity have in place under listing rule 3.19B with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?

• 3 If the current arrangements are inadequate or not being enforced, what additional steps does the Entity intend to take to ensure compliance with listing rule 3.19B?

Your response should be sent to me by e-mail. It should not be sent to the ASX Market Announcements Office.

A response is requested as soon as possible and, in any event, not later than half an hour before the start of trading (i.e. before 9.30 a.m. A.E.D.T.) on Wednesday, 4 October 2017.

Under listing rule 18.7A, a copy of this letter and your response will be released to the market, so your response should be in a form suitable for release and must separately address each of the questions asked.

If you have any queries or concerns about any of the above, please contact me immediately.

Yours sincerely

[Sent electronically without signature]

John Johansson

Senior Adviser, Listings Compliance (Melbourne)

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