HAWTHORN RESOURCES LIMITED — Major Shareholding Notification 2012

Dec 26, 2012

ABN 44 009 157 439

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24 December 2012

Level 2, 90 William St Melbourne Victoria 3000 Australia Telephone: +61 3 9605 5950 Facsimile: +61 3 9605 5999 Email: info@hawthornresources.com

Market Announcements Office ASX Limited

via e-lodgement

SUBSTANTIAL SHAREHOLDING NOTICES Messrs M G Kerr and M E Elliott

Attached for release to the market are the following substantial shareholding notices provided to the Company by Messrs Mark G Kerr and Mark E Elliott:

Form 605 Notice of Ceasing to be a substantial shareholder; &

Form 603 Notice of initial substantial holder.

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

605 Page 1 of 2 15 July 2001

Form 605

Corporations Act 2001

Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme

ACN/ARSN

Hawthorn Resources Limited

009 157 439

1. Details of substantial holder (1)

Name Mark Edward Elliott and Mark Gregary Kerr

ACN/ARSN (if applicable)

03/10/2012

The holder ceased to be a substantial holder on 03 / 10 / 2012 The previous notice was given to the company on 15 / 10 / 2010 The previous notice was dated 15 / 10 / 2010

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (4)	Consideration given in relation to change (5)	Class (6) and number of securities affected	Person's votes affected
03.10.2012	Mark Edward ELLIOTT & Mark Gregory KERR	The two year co-operation deed dated 3 October 2010	NIL	251,500,000	251,500,000
		between Legacy Iron Ore Ltd and Messrs M Elliott and M Kerr lapsed on 3 October 2012.

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Legacy Iron Ore Ltd	See Annexure Item 2 above - lapse of co-operation deed dated 3 October 2010

4. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Messrs M E Elliott & M G Kerr	Level 2, 90 William Street, Melbourne, Vic 3000
Legacy Iron Ore Ltd	Level 5, Citibank House, 37 St Georges Terrace, Perth, WA 6000

605 Page 2 of 2 15 July 2001

Signature

Mark E Elliott and Mark Gregory Kerr per M Garbutt as their agent Self as agent for M E Elliott print name AND SENT ELECTRONICALLY WITHOUT capacity and M G Kerr SIGNATURE - MOURICE REGINALD GARBUTT sign here date 24 / 12 / 2012

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 4 of the form.

• (2) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (3) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (4) Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (5) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (6) The voting shares of a company constitute one class unless divided into separate classes.

• (7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

603 GUIDE page 1/1 13 March 2000

Form 603 Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme

HAWTHORN RESOURCES LIMITED (HAW)

ACN

009 157 439

1. Details of substantial holder (1) Name ACN/ARSN (if applicable)

MARK EDWARD ELLIOTT AND MARK GREGORY KERR

The holder became a substantial holder on

30/10/2012

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person’s votes (5)	Voting power (6)
ORDINARY SHARES	395,303,796	395,303,796	16.098

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

levant interests relevant interest the substantial holder or r are as follows:	an associate had in the following voting securities	on the date the substantial holder became a
Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
FENG HUA MINING INVESTMENT HOLDING (HK) LIMITED (“Feng Hua”)	Legal and beneficial ownership	320,616,224 ordinary shares
MARK EDWARD ELLIOTT	Relevant interest through shareholding interest in Decoland Holdings Pty Ltd	21,500,000 ordinary shares
MARK & LINDA KERR	Legal ownership as trustees of superannuation fund	38,198,833 ordinary shares
MARK GREGORY KERR	Relevant interest through shareholding interest in Lindmark Investments Pty Ltd	8,350,000 ordinary shares
MARK GREGORY KERR	Relevant interest through shareholding interest in Berkeley Consultants Pty Ltd	6,638,739 ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder(8)	Class and number of securities
FENG HUA	FENG HUA	N/A	320,616,224 ordinary shares
MARK EDWARD ELLIOTT	Decoland Holdings Pty Ltd	N/A	21,500,000 ordinary shares
MARK EDWARD ELLIOTT	FENG HUA	N/A	320,616,224 ordinary shares
DECOLAND HOLDINGS PTY LTD	Decoland Holdings Pty Ltd	N/A	21,500,000 ordinary shares
MARK & LINDA KERR	Mark & Linda Kerr	N/A	38,198,833 ordinaryshares
MARK GREGORY KERR	Lindmark Investments PtyLtd	N/A	8,350,000 ordinaryshares
MARK GREGORY KERR	BerkeleyConsultants PtyLtd	N/A	6,638,739 ordinaryshares
BERKELEY CONSULTANTS PTY LTD	Berkeley Consultants Pty Ltd	N/A	6,638,739 ordinary shares
LINDMARK INVESTMENTS PTY LTD	Lindmark Investments Pty Ltd	N/A	8,350,000 ordinary shares
MARK GREGORY KERR	FENG HUA	N/A	320,616,224 ordinaryshares

5. Consideration

ME_88552210_1 (W2003)

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

ntial holder is as follows:
Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-cash
FENG HUA	30.10.2010	A$0.013 per share		320,616,224 ordinary shares

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
FENG HUA	Party to a proposed co-operation deed (currently in draft form) as announced on 31 August 2012 with Mark Edward Elliott and Mark Kerr which constitutes a relevant agreement for the purpose of controlling or influencing the composition of the board of directors of Hawthorn Resources Limited or the conduct of its affairs. The deed will not be executed at all unless and until shareholder approval is obtained at the 2012 AGM which is to be held late January or early February 2013. A certified true copy of the draft/proposed co-operation deed accompanies this Form 603 Notice of initial substantial holder.
MARK EDWARD ELLIOTT	Party to a proposed co-operation deed (currently in draft form) as announced on 31 August 2012 with Feng Hua and Mark Kerr which constitutes a relevant agreement for the purpose of controlling or influencing the composition of the board of directors of Hawthorn Resources Limited or the conduct of its affairs. The deed will not be executed at all unless and until shareholder approval is obtained at the 2012 AGM which is to be held late Januaryor earlyFebruary2013.
MARK GREGORY KERR	Party to a proposed co-operation deed as announced on 31 August 2012 with Feng Hua and Mark Elliott which constitutes a relevant agreement for the purpose of controlling or influencing the composition of the board of directors of Hawthorn Resources Limited or the conduct of its affairs. The deed will not be executed at all unless and until shareholder approval is obtained at the 2012 AGM which is to be held late Januaryor earlyFebruary2013.

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
FENG HUA	Room 1606 WestleySquare, 48 Hoi Yuen Road, Kwun TongKln, HongKong
MARK EDWARD ELLIOTT	Level 2, 90 William Street, Melbourne Victoria 3000
MARK GREGORY KERR	Level 2, 90 William Street, Melbourne Victoria 3000
BERKELEY CONSULTANTS PTY LTD	Level 2, 90 William Street, Melbourne Victoria 3000
DECOLAND HOLDINGS PTY LTD Fund>	Level 2, 90 William Street, Melbourne Victoria 3000
LINDMARK INVESTMENTS PTY LTD Super Fund>	Level 2, 90 William Street, Melbourne Victoria 3000

Signature

print nameMOURICE GARBUTT AS AGENT FOR THE ‘SUBSTANTIAL HOLDERS’ NOTED IN PARAGRAPH 1 ABOVE	capacity	Agent for the Substantial holders
sign hereSENT ELECTRONICALLY WITHOUT SIGNATURE – MOURICE REGINALD GARBUTT	date	24/12/2012
DIRECTIONS
er of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,
ed to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
paragraph 7 of the form.
f "associate" in section 9 of the Corporations Act 2001.
f "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

ME_88552210_1 (W2003)

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

• (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

• See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown.’”

• (9) Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

ME_88552210_1 (W2003)