IONDRIVE LIMITED — AGM Information 2011

Oct 16, 2011

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SOUTHERN GOLD LIMITED ACN 107 424 519 NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Southern Gold Limited will be held at the Ferguson Room, National Wine Centre, corner of Hackney Road and Botanic Road, Adelaide, South Australia, 5000 on Thursday 17 November 2011 at 4:00pm (Adelaide time).

Ordinary Business

Financial Report

To receive and consider the Company‟s financial statements and independent audit report for the year ended 30 June 2011.

The 2011 Annual Report will be available to view online at www.southerngold.com.au and dispatched to those Shareholders who did not elect to receive the report electronically by 18 October 2011.

Resolution 1. Adoption of the Remuneration Report for the year ended 30 June 2011

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

That, for the purposes of Section 250R(2) of the Corporations Act, the Company adopt the Remuneration Report for the period ended 30 June 2011 as set out in the Directors‟ Report in the 2011 Annual Report.

The Company will disregard any votes cast on Resolution 1 by any Key Management Personnel, the details of whose remuneration are included in the Remuneration Report, and any Closely Related Party of such Key Management Personnel.

However, the Company need not disregard a vote in relation to Resolution 1 if it is cast by a person (including the Chairman) as proxy for a person who is entitled to vote, in accordance with the directions on the relevant proxy form.

Resolution 2. Re-election of Mr Michael Billing as a Director

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

That Mr Michael Billing, having retired by rotation in accordance with ASX Listing Rule 14.4 and rule 117 of the Company‟s Constitution and being eligible and having offered himself for re-election, is re-elected as a Director of the Company with immediate effect.

By order of the Board

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N Harding

Company Secretary Dated this 11th Day of October 2011

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Voting Entitlements

Pursuant to Regulation 7.11.37 of the Corporations Regulations 2001, made pursuant to Section 1074E(2)(g) of the Corporations Act 2001, the Directors have determined that the shareholding of each Shareholder for the purposes of ascertaining the voting entitlements for the Annual General Meeting will be as it appears in the share register on Tuesday 15 November 2011 at close of business (Adelaide time).

Proxies

A Shareholder entitled to attend and vote at the meeting has the right to appoint a proxy, who need not be a Shareholder of the Company. If a Shareholder is entitled to cast two or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise.The Proxy form must be deposited at the share registry of the Company, Computershare Investor Services Pty Limited, located at GPO Box 242, Melbourne VIC 3001, or at the Company‟s registered office, 47 Tynte Street, North Adelaide, SA 5006, or by facsimile to Computershare on 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia) or to the Company on 61 8 8368 8899, not later than 48 hours before the commencement of the meeting. For Intermediary Online subscribers only (custodians), please visit www.intermediaryonline.com to submit your voting intentions, which must be submitted by not later than 48 hours before the commencement of the meeting.

Please Note : If a Shareholder wishes to nominate a member of Key Management Personnel (including the Chairman) or any of their Closely Related Parties as their proxy for the purpose of Resolution 1, to make their proxy vote count, they must direct the proxy how to vote by marking either:

1. the „for‟, „against‟ or „abstain‟ box in relation to Resolution 1 in Step 2 on the proxy form; or 2. where the Chairman is appointed as proxy, the box at the bottom of Step 1 on the enclosed proxy form directing the Chairman to vote in favour of Resolution 1, in accordance with his stated voting intention.

Alternatively, Shareholders can nominate as their proxy for the purpose of Resolution 1 a proxy who is not a member of the Company‟s Key Management Personnel or any of their Closely Related Parties. That person would be permitted to vote undirected proxies.

Corporate Representative

A corporation that is a Shareholder or a proxy may elect to appoint a person to act as its corporate representative at the meeting, in which case the corporate Shareholder or proxy (as applicable) must provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that Shareholder‟s or proxy‟s (as applicable) corporate representative. The authority must be sent to the Company and/or the Company‟s Share Registry (detailed above) in advance of the meeting or handed in at the meeting when registering as a corporate representative.

Explanatory Memorandum

The Explanatory Memorandum accompanying this Notice of Annual General Meeting is incorporated in and comprises part of this Notice of Annual General Meeting and should be read in conjunction with this Notice.

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SOUTHERN GOLD LIMITED ACN 107 424 519 EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared to assist Shareholders in consideration of resolutions proposed for the Annual General Meeting of the Company to be held on Thursday 17 November 2011 at the Ferguson Room, The National Wine Centre, corner of Hackney & Botanic Roads, Adelaide, South Australia, commencing at 4:00pm (Adelaide time).

It should be read in conjunction with the accompanying Notice of Annual General Meeting.

Resolution 1 – Adoption of the Remuneration Report for the year ended 30 June 2011

In accordance with Section 250R(2) of the Corporations Act, Shareholders are required to vote on the Company‟s Remuneration Report for the year ended 30 June 2011.

The Remuneration Report is contained in the Directors‟ Report in the 2011 Annual Report, which will be available to view online at the Company‟s website www.southerngold.com.au and dispatched to those Shareholders who did not elect to receive Company reports electronically.

The Report describes the underlying policies and structure of the remuneration arrangements of the Company and sets out the remuneration arrangements in place for Directors and senior executives for the year ended 30 June 2011.

The Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote of the Company. Members should note that the vote on Resolution 1 is not binding on the Company or the Directors. However, if after 1 July 2011 more than 25% of the votes cast on a resolution to adopt the remuneration report are against the adoption of the remuneration report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a resolution (“Spill Resolution”) that another meeting be held within 90 days, at which all of the Company‟s Directors (other than the Managing Director) must go up for re-election.

Under the Corporations Act, members of Key Management Personnel of the Company and their Closely Related Parties will be excluded from voting on Resolution 1, and from voting undirected proxies on Resolution 1. As such, the Chairman cannot vote undirected proxies on Resolution 1.

Please Note : If a Shareholder wishes to nominate a member of Key Management Personnel (including the Chairman) or any of their Closely Related Parties as their proxy for the purpose of Resolution 1, to make their proxy vote count, they must direct the proxy how to vote by marking either:

1. the „for‟, „against‟ or „abstain‟ box in relation to Resolution 1 in Step 2 on the proxy form; or

2. where the Chairman is appointed as proxy, the box at the bottom of Step 1 on the proxy form directing the Chairman to vote in favour of Resolution 1, in accordance with his stated voting intention.

Alternatively, Shareholders can nominate as their proxy for the purpose of Resolution 1 a person who is not a member of the Company‟s Key Management Personnel or any of their Closely Related Parties. That person would be permitted to vote undirected proxies.

The Chairman intends to vote all available proxies in favour of Resolution 1.

Resolution 2 – Re-election of Mr Michael Billing as a Director

In accordance with Listing Rule 14.4 and rule 117 of the Constitution, at every Annual General Meeting, one third of the Directors for the time being (other than the Managing Director) must retire from office

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and are eligible for re-election. The Directors to retire are to be those who have been in office for 3 years since their appointment or last re-appointment or who have been longest in office since their appointment or last re-appointment or, if the Directors have been in office for an equal length of time, by agreement.

The Directors presently in office are Ms Nanette Anderson (Managing Director) Mr Greg Boulton, Mr Michael Billing, and Mr David Turvey.

Mr Billing has been longest in office since his last re-appointment and will retire by rotation at the Annual General Meeting. Mr Billing is eligible for, and has offered himself for, re-election.

The resume of Mr Billing is as follows:-

Mr Michael Billing B Bus, CPA, MAICD (Non-Executive Director)

Mr Billing is an accountant with in excess of 30 years of mining experience in company secretarial, senior commercial and chief financial officer roles including lengthy periods with Bougainville Copper Limited and WMC Resources Limited. He has had experience with corporate governance issues, debt and equity raising, and project evaluation and feasibility studies in Australia and overseas, and consults to a number of companies in these fields. Mr Billing is currently Executive Chairman of AIM and ASX listed Thor Mining PLC and has previously acted as Chairman of ASX listed Western Desert Resources Limited and Nonexecutive Director of Australasia Gold Limited.

An assessment of the performance of Mr Billing has been conducted in the context of his skills, experience, knowledge and understanding of the Company‟s business. The Directors (other than Mr Billing) recommend Shareholders vote in favour of Resolution 2. The Chairman intends to vote undirected proxies in favour of Resolution 2.

GLOSSARY

In this Explanatory Memorandum, the following terms have the following unless the context otherwise requires:

• " ASX " means ASX Limited ACN 008 624 691 or the securities exchange operated by ASX Limited (as the context requires);

• " Board " means the Board of Directors from time to time.

• “Closely Related Party” of a member of the Key Management Personnel of the Company means:

• (a) a spouse or child of the member;

• (b) a child of the member‟s spouse;

• (c) a dependant of the member or of the member‟s spouse;

• (d) anyone else who is one of the member‟s family and may be expected to influence the member or be influenced by the member, in the member‟s dealings with the Company; or

• (e) a company the member controls;

• " Company " means Southern Gold Limited (ACN 107 424 519).

• " Constitution " means the constitution of the Company from time to time.

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• " Corporations Act " means the Corporations Act 2001 (Cth).

• " Directors " means the directors of the Company from time to time and " Director " means any one of them.

• " Explanatory Memorandum " means this explanatory memorandum.

• “ Key Management Personnel ” means those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any director (whether executive or otherwise) of the Company.

• " Listing Rules " means the listing rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the official list of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.

• “ Share ” means a fully paid ordinary share in the capital of the Company.

• " Shareholder " means a holder of Shares in the Company.

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Southern Gold Limited

SOUTHERN GOLD ABN 30 107 424 519

000001 000 SAU MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Lodge your vote:

 By Mail: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 556 161 (outside Australia) +61 3 9415 4000

Proxy Form

 For your vote to be effective it must be received by 4:00pm (Adelaide time) Tuesday 15 November 2011

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

 Turn over to complete the form



View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Review your securityholding

Update your securityholding

Your secure access information is:

SRN/HIN: I9999999999

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

916CR_0_Sample_Proxy/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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I9999999999

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a I9999999999 broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999 I ND

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Southern Gold Limited hereby appoint

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the Chairman OR

of the Meeting

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Southern Gold Limited to be held at the Ferguson Room, National Wine Centre, corner of Hackney Road and Botanic Road, Adelaide, South Australia, 5000 on Thursday 17 November 2011 at 4:00pm (Adelaide time) at any adjournment of that meeting.

Important for Item 1 - If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

By marking this box, you are directing the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Item 1 as set out below and in the Notice of Meeting. If you do not mark this box, and you have not directed your proxy how to vote on Item 1 , the Chairman of the Meeting will not cast your votes on Item 1 and your votes will not be counted in computing the required majority if a poll is called on this item. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either marking the boxes in Step 2 below (for example if you wish to vote against or abstain from voting) or by marking this box (in which case the Chairman of the Meeting will vote in favour of Item 1).

The Chairman of the Meeting intends to vote all available proxies in favour of Item 1 of business.

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I/We direct the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Item 1 (except where I/we have indicated a different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Item 1 is connected directly or indirectly with the remuneration of a member of key management personnel.

 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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ORDINARY BUSINESS

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Item 1 Adoption of Remuneration Report Item 2 Re-election of Mr Michael Billing as a Director

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The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

SIGN

Signature of Securityholder(s) This section must be completed.

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----- Start of picture text -----

Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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S A U

9 9 9 9 9 9 A

47 Tynte Street NORTH ADELAIDE SOUTH AUSTRALIA 5006 Australia

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Southern Gold Limited

SOUTHERN GOLD ABN 30 107 424 519

000001 000 SAU MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Dear Securityholder,

We have been trying to contact you in connection with your securityholding in Southern Gold Limited. Unfortunately, our correspondence has been returned to us marked “Unknown at the current address”. For security reasons we have flagged this against your securityholding which will exclude you from future mailings, other than notices of meeting.

Please note if you have previously elected to receive a hard copy Annual Report (including the financial report, directors’ report and auditor’s report) the dispatch of that report to you has been suspended but will be resumed on receipt of instructions from you to do so.

We value you as a securityholder and request that you supply your current address so that we can keep you informed about our Company. Where the correspondence has been returned to us in error we request that you advise us of this so that we may correct our records.

You are requested to include the following;

Securityholder Reference Number (SRN);

ASX trading code;

Name of company in which security is held;

Old address; and

New address.

Please ensure that the notification is signed by all holders and forwarded to our Share Registry at:

Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia

Note: If your holding is sponsored within the CHESS environment you need to advise your sponsoring participant (in most cases this would be your broker) of your change of address so that your records with CHESS are also updated.

Yours sincerely

Nick Harding Company Secretary

916CR_0_Sample_Proxy/000001/000002/i