ABN 30 107 424 519

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

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Southern Gold Limited will be held at Southern Gold Limited, 229 Greenhill Road, Dulwich, South Australia, 5065 on Thursday 21 November 2013 at 4:00pm (CST).

NOTICE OF ANNUAL GENERAL MEETING

Ordinary Business

Financial Report

To receive and consider the Company’s financial statements and independent audit report for the year ended 30 June 2013.

The 2013 Annual Report will be available to view online at www.southerngold.com.au and despatched to those Shareholders who did not elect to receive the report electronically by 28[th] October 2013.

Resolution 1 - Adoption of the Remuneration Report for the year ended 30 June 2013

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 2013 as set out in the Directors’ Report in the 2013 Annual Report.

Voting Exclusion Statement

The Company will disregard any votes cast (in any capacity) 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, a person described above may cast a vote on Resolution 1 if the vote is not cast on behalf of a person described above and either:

(a) the person does so as proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution; or
(b) the Chair of the meeting is appointed as proxy and the proxy form expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Resolution 2 - Re-election of Mr David Turvey as a Director

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

That Mr David Turvey, 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.

Resolution 3 - Ratification of a previous issue of shares to Taheh International Holdings Ltd

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

That for the purpose of ASX Listing Rule 7.4 and for all other purposes, the issue and allotment by the Company of 12,297,728 ordinary shares, issued in exchange for shares in Northern Mining Limited as described in the Explanatory Memorandum, to Taheh International Holdings Ltd on 25 July 2013, is approved.

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Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 3 by a person who participated in the issue and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 4 - Ratification of a previous issue of shares to Metropolis Pty Ltd

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

That for the purpose of ASX Listing Rule 7.4 and for all other purposes, the issue and allotment by the Company of 1,572,402 ordinary shares, issued as part consideration for services rendered as described in the Explanatory Memorandum, to Metropolis Pty Ltd on 11 October 2013, is approved.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 4 by a person who participated in the issue and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Other Business

Resolution 5 - Approval of a share issue to Mr Greg Boulton

To consider, and if thought fit, pass the following resolution as a special resolution:

That for the purpose of ASX Listing Rule 10.11 and for all other purposes, the issue and allotment by the Company to Mr Greg Boulton, or his nominee entity, of a number of Shares, in lieu of Director’s fees of up to $8,000 applicable to the period 1 September 2013 to 31 December 2013, calculated in accordance with the formula in the Explanatory Memorandum and on the terms and conditions set out in the Explanatory Memorandum, is approved.

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution:

(a) by a person who may participate in the issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if this Resolution is passed, and any of their respective associates; or
(b) as a proxy by a member of the Key management Personnel or a Closely Related Party (such as close family members and any controlled companies) of a member of the Key Management Personnel.

However, the Company will not disregard a vote if:

(c) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(d) if it is cast by Chair of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides and the appointment expressly authorises the Chair of the meeting to exercise the proxy even though the Resolution is connected with the remuneration of a member of the Key Management Personnel of the Company.

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Resolution 6 - Approval of a share issue to Ms Nanette Anderson

To consider, and if thought fit, pass the following resolution as a special resolution:

That for the purpose of ASX Listing Rule 10.11 and for all other purposes, the issue and allotment by the Company to Ms Nanette Anderson, or her nominee entity, of a number of Shares, in lieu of salary of up to $9,320 applicable to the period 1 September 2013 to 31 December 2013, calculated in accordance with the formula in the Explanatory Memorandum and on the terms and conditions set out in the Explanatory Memorandum, is approved..

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution:

(a) by a person who may participate in the issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if this Resolution is passed, and any of their respective associates; or
(b) as a proxy by a member of the Key management Personnel or a Closely Related Party (such as close family members and any controlled companies) of a member of the Key Management Personnel.

However, the Company will not disregard a vote if:

(c) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(d) if it is cast by Chair of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides and the appointment expressly authorises the Chair of the meeting to exercise the proxy even though the Resolution is connected with the remuneration of a member of the Key Management Personnel of the Company.

Resolution 7 - Approval of a share issue to Mr Michael Billing

To consider, and if thought fit, pass the following resolution as a special resolution:

That for the purpose of ASX Listing Rule 10.11 and for all other purposes, the issue and allotment by the Company to Mr Michael Billing, or his nominee entity, of a number of Shares, in lieu of Director’s fees of up to $4,000 applicable to the period 1 September 2013 to 31 December 2013, calculated in accordance with the formula in the Explanatory Memorandum and on the terms and conditions set out in the Explanatory Memorandum, is approved.

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution:

(a) by a person who may participate in the issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if this Resolution is passed, and any of their respective associates; or
(b) as a proxy by a member of the Key management Personnel or a Closely Related Party (such as close family members and any controlled companies) of a member of the Key Management Personnel.

However, the Company will not disregard a vote if:

(c) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(d) if it is cast by Chair of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides and the appointment expressly authorises the Chair of the meeting to exercise the proxy even though the Resolution is connected with the remuneration of a member of the Key Management Personnel of the Company.

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Resolution 8 - Approval of a share issue to Mr David Turvey

To consider, and if thought fit, pass the following resolution as a special resolution:

That for the purpose of ASX Listing Rule 10.11 and for all other purposes, the issue and allotment by the Company to Mr David Turvey, or his nominee entity, of a number of Shares, in lieu of Director’s fees of up to $4,000 applicable to the period 1 September 2013 to 31 December 2013, calculated in accordance with the formula in the Explanatory Memorandum and on the terms and conditions set out in the Explanatory Memorandum, is approved.

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution:

(a) by a person who may participate in the issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if this Resolution is passed, and any of their respective associates; or
(b) as a proxy by a member of the Key management Personnel or a Closely Related Party (such as close family members and any controlled companies) of a member of the Key Management Personnel.

However, the Company will not disregard a vote if:

(c) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(d) if it is cast by Chair of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides and the appointment expressly authorises the Chair of the meeting to exercise the proxy even though the Resolution is connected with the remuneration of a member of the Key Management Personnel of the Company.

Resolution 9 - Approval of 10% Placement Facility

To consider, and if thought fit, pass the following resolution as a special resolution:

That, for the purposes of Listing Rule 7.1A and all other purposes, Shareholders authorise the Company to have the additional capacity to issue Equity Securities comprising up to 10% of the issued capital of the Company under Listing Rule 7.1A calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 9 by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

By order of the Board

==> picture [81 x 39] intentionally omitted <==

D Hill Company Secretary Dated this 14[th] Day of October 2013

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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 19 November 2013 at 7pm (Sydney 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 Company’s registered office, 229 Greenhill Road, Dulwich, SA 5065, or by facsimile to Southern Gold Ltd on +61 8 8431 5619, not later than 48 hours before the commencement of the meeting.

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. The Explanatory Memorandum contains a glossary that defines capitalised terms as used in both this Notice of Meeting and the Explanatory Memorandum.

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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 21 November 2013 at the Southern Gold Ltd, 229 Greenhill Road, Dulwich, 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 2013

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 2013.

The Remuneration Report is contained in the Directors’ Report in the 2013 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 Remuneration 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 2013.

The Company, since 1 September 2013 and until 31 December 2013, has undertaken various cost cutting and cash saving measures, including all full time employees agreeing to a 10% reduction in remuneration (by way of a reduction or reduced working days). The Project Manager has agreed to a 20% remuneration reduction by way of reduced working days and the Managing Director has agreed, in addition to a 10% remuneration reduction, an additional 10% of salary paid in shares in the Company (subject to shareholder approval). The Non Executive Directors of the Company have agreed that 30% of their remuneration will be taken in shares in the Company (subject to shareholder approvals).

The Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote at the annual general meeting of the Company. Members should note that the vote on Resolution 1 is not binding on the Company or the Directors.

Since 1 July 2011, if more than 25% of the votes cast on a resolution to adopt the remuneration report are against the adoption of the remuneration report for 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 must go up for re-election.

At the 2012 AGM, the Company’s remuneration report for the year ended 30 June 2012 did not receive a ‘no’ vote of 25% or more.

The Directors recommend Shareholders vote in favour of Resolution 1. The Chairman intends to vote undirected proxies in favour of Resolution 1.

Important information for Shareholders:

Please note, in accordance with sections 250R(4) and (5) of the Corporations Act, the Chair will not vote any undirected proxies in relation to Resolution 1 unless the Shareholder expressly authorizes the Chair to vote in accordance with the Chair’s stated voting intentions. Please note that if the Chair of the meeting is your proxy (or becomes your proxy by default), by completing the attached proxy form, you will expressly authorize the Chair to exercise your proxy on Resolution 1 even though it is connected directly or indirectly with the remuneration of a member of Key Management Personnel for the Company, which includes the Chair.

Alternatively, if you appoint the Chair as your proxy, you can direct the Chair to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box on the proxy form.

As a further alternative, Shareholders can nominate as their proxy for the purposes 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 (subject to the Listing Rules).

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Resolution 2 – Re-election of Mr David Turvey 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 must retire from office 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. This rule does not apply to the Managing Director.

The Directors presently in office are Mr Greg Boulton AM, Ms Nanette Anderson, Mr Michael Billing and Mr David Turvey.

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

The resume of Mr Turvey is as follows:-

Mr David Turvey B Sc(Hons) Geol, MAusIMM

Mr Turvey is a geologist with over 30 years experience in the Australian and Asian mining industries where he has driven business development and corporate M&A activities in precious metals, bulk commodities and industrial minerals.

His experiences include holding key management roles and consulting assignments in minerals exploration, technical marketing, project development and commercial evaluation of mineral asset investments.

Mr Turvey was formerly a Non-Executive Director of ASX listed Lawson Gold Limited and was previously Managing Director of FerrAus Limited.

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

Resolution 3 – Ratification of previous issue of shares to Taheh International Holdings Ltd

On 25 July 2013 the Company issued 12,297,728 Shares to Taheh International Holdings Ltd (“Taheh”) in exchange for 33,572,797 fully paid ordinary shares in Northern Mining Limited (ASX:NMI). Northern Mining Ltd has neighbouring tenements to Southern Gold’s Bulong Gold Project. It was the intent of Southern Gold to work closely with Northern Mining to fully evaluate possible exploration and operational synergies of the tenements. Upon a subsequent placement and a majority change in the board of Northern Mining in August 2013, Southern Gold has subsequently sold its investment in Northern Mining Ltd, on market, for a consideration of $599,000.

ASX Listing Rule 7.1 prohibits a listed company from issuing equity securities representing more than 15% of its issued capital in any 12 month period without first obtaining shareholder approval (subject to certain exceptions).

Under Listing Rule 7.4, a company can seek ratification of issues that have been made within the previous 12 month period. The effect of such ratification is that the issue of shares is then deemed to have been made with shareholder approval, thus not counting towards the 15% limit. The approved shares are also included in the base number for calculating the Company’s 15% limit, thereby increasing the number of equity securities the company can issue without first having to obtain shareholder approval under Listing Rule 7.1.

The issue of Shares to Taheh was made within the Company’s available 15% capacity at the time of issue. Resolution 3 seeks the ratification by Shareholders of the issue of the 12,297,728 Shares to Taheh. If Resolution 3 is approved then those Shares will be deemed to have been issued with shareholder approval and therefore will not be counted towards the Company’s 15% placement capacity pursuant to Listing Rule 7.1, thus allowing the Company to maintain flexibility during the upcoming 12 month period to supplement the Company’s working capital requirements and undertake further capital transactions should the Directors determine this to be in the best interests of the Company. Taheh is not a Related Party of the Company.

Listing Rule 7.5 requires the following information to be provided to Shareholders for the purposes of obtaining shareholder approval pursuant to Listing Rule 7.4:

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a) 12,297,728 ordinary Shares in the capital of the Company were issued;
b) the Shares were issued as consideration for 33,572,797 fully paid ordinary shares in Northern Mining Limited, with a market value of $201,436. The Shares were issued at a deemed issue price of $0.0164 per Share;
c) the Shares were issued on the same terms as, and rank equally with, the existing issued Shares in the Company;
d) the Shares were issued to Taheh International Holdings Limited;
e) no funds were raised by the issue of the Shares, although the Company’s liability to Taheh International Holdings Limited (detailed above) was satisfied by the issue;
f) a voting exclusion statement has been included in the Notice of the Annual General Meeting.

Directors who are Shareholders intend to vote in favour of Resolution 3. The Chairman intends to vote undirected proxies in favour of Resolution 3.

Resolution 4 – Ratification of a previous issue of shares to Metropolis Pty Ltd

On 10 October 2013 the Company issued 1,572,402 Shares to Metropolis Pty Ltd (“Metropolis”) as part consideration for services rendered by Metropolis in the three months ended 30 September 2013. Metropolis is a corporate advisory firm that specialises in providing corporate and strategic advice to small to medium ASX listed companies. Southern Gold engaged Metropolis to provide advice in relation to the investment in Northern Mining Ltd to the Company for an agreed fee of $47,200 plus GST payable as to $23,600 in cash and $23,600 in equivalent Southern Gold Shares determined at the VWAP for the 30 days ended 26 July 2013 (being 1.4475 cents per Share), for the first $18,200, and 10 October 2013 (being 1.714 cents per Share), for the remaining $5,400.

The issue of Shares to Metropolis was made within the Company’s available 15% capacity at the time of issue. Resolution 4 seeks the ratification by Shareholders of the issue of the 1,572,402 shares to Metropolis. If Resolution 4 is approved then those Shares will be deemed to have been issued with shareholder approval and therefore will not be counted towards the Company’s 15% placement capacity pursuant to Listing Rule 7.1, thus allowing the Company to maintain flexibility during the upcoming 12 month period to supplement the Company’s working capital requirements and undertake further capital transactions should the Directors determine this to be in the best interests of the Company. Metropolis is not a Related Party of the Company.

Listing Rule 7.5 requires the following information to be provided to Shareholders for the purposes of obtaining shareholder approval pursuant to Listing Rule 7.4:

a) 1,572,402 ordinary shares in the capital of the Company were issued;
b) the Shares were issued as part consideration for the provision of services by Metropolis Pty Ltd. The Shares were issued at a deemed issue price of $0.015 per Share (being the weighted average of the two VWAPs used to determine the number of Southern Gold shares to be issued to satisfy $23,600 of fees payable to Metropolis Pty Ltd);
c) the Shares were issued on the same terms as, and rank equally with, the existing issued Shares in the Company,;

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d) the Shares were issued to Metropolis Pty Ltd;
e) no funds were raised by the issue of the Shares, although the Company’s liability to Metropolis Pty Ltd (detailed above) was satisfied by the issue;
f) a voting exclusion statement has been included in the Notice of the Annual General Meeting.

Directors who are Shareholders intend to vote in favour of Resolution 4. The Chairman intends to vote undirected proxies in favour of Resolution 4.

Resolution 5 – Approval of a share issue to Mr Greg Boulton

ASX Listing Rule 10.11 prohibits the issue of shares by the Company to any of its directors without prior shareholder approval. Mr Greg Boulton is the Company’s Chairman.

In the interests of preserving the Company’s cash in what are volatile economic times, Mr Boulton has agreed that he will, subject to necessary Shareholder approval, forego 30% of his gross monthly director’s fees for the period 1 September 2013 to 31 December 2013 (ie a total of $8,000), in return for an issue of Shares. Resolution 5 seeks the Shareholder approval required by Listing Rule 10.11 to allow this agreement to be implemented by allowing that issue of Shares to occur.

The following information is provided in accordance with Listing Rule 10.13 for the purposes of the Shareholder approval sought pursuant to Listing Rule 10.11:

(a) Mr Boulton is a related party of the Company by virtue of being a Director. The Shares may be issued to a nominee of Mr Boulton.
(b) The maximum number of shares to be issued to Mr Boulton or his nominee will be the number calculated in accordance with this formula:

A/B

where:

A is the amount of director’s fees not paid to Mr Boulton with respect to the period 1 September 2013 to 31 December 2013 (noting that Directors are paid 2 weeks in arrears and two weeks in advance on the 15[th] of each month) or, if it is a lesser sum, $8,000; and

B is the VWAP over the period 1 September 2013 to 15 December 2013.

(c) The Shares to be issued to Mr Boulton or his nominee will be issued within 1 month of the Annual General Meeting. It is anticipated that they will be issued on or about 15 December 2013.
(d) The Shares to be issued to Mr Boulton or his nominee will be issued for nil consideration at a deemed issue price equal to the VWAP over the period 1 September 2013 to 15 December 2013.
(e) The Shares to be issued to Mr Boulton or his nominee will be issued on the same terms as, and rank equally with, all other Shares on issue and application will be made for their quotation on ASX.
(f) No funds will be raised by the issue of Shares to Mr Boulton or his nominee although the Company’s liability to Mr Boulton in relation to his Director’s fee in respect of the period 1 September 2013 to 31 December 2013 will be partially satisfied by the issue of these Shares, thus preserving the Company’s cash to that extent.
(g) Mr Boulton holds 2,212,185 shares and 500,000 options to acquire further shares in the Company.

If approval is given under Listing Rule 10.11 approval is not required under Listing Rule 7.1, and the Shares issued pursuant to this Resolution will not be included in the calculation of the Company’s 15% annual placement capacity pursuant to Listing Rule 7.1.

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A voting exclusion statement has been included in the Notice of the Annual General Meeting.

Mr Boulton declines to make a recommendation to Shareholders in relation to this Resolution due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of this Resolution, recommend that Shareholders vote in favour of this Resolution as they consider it to be in the interests of the Company, in the current economic circumstances to preserve the Company’s cash for use in the continued conduct of the Company’s exploration and development activities to the extent resulting from the passing of this Resolution. The Board (other than Mr Boulton) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass this Resolution.

The Chairman intends to vote undirected proxies in favour of this Resolution.

The giving of a financial benefit to a related party will require shareholder approval under section 208 of the Corporations Act unless an exception in section 210 to 216 (inclusive) of the Corporations Act applies. The issue of Shares to Mr Boulton or his nominee constitutes the giving of a financial benefit to a related party because he is a Director.

The Directors consider that the issue of Shares in lieu of Director’s fees, calculated in accordance with the formula set out in paragraph (b) above comes within the exception for reasonable remuneration in section 211 of the Corporations Act, having regard to the circumstances of the Company and the Director concerned and therefore shareholder approval is not required under section 208 of the Corporations Act in respect of the issue of Shares contemplated by this Resolution.

Resolution 6 – Approval of a share issue to Ms Nanette Anderson

ASX Listing Rule 10.11 prohibits the issue of shares by the Company to any of its directors without prior shareholder approval. Ms Nanette Anderson is the Company’s Managing Director.

In the interests of preserving the Company’s cash in what are difficult economic times, Ms Nanette Anderson has agreed that she will, subject to necessary Shareholder approval, forego 10% of her gross monthly salary for the period 1 September 2013 to 31 December 2013 (ie a total of $9,320), in return for an issue of Shares. Resolution 6 seeks the Shareholder approval required by Listing Rule 10.11 to allow this agreement to be implemented by allowing that issue of Shares to occur.

The following information is provided in accordance with Listing Rule 10.13 for the purposes of the Shareholder approval sought pursuant to Listing Rule 10.11:

(a) Ms Anderson is a related party of the Company by virtue of being a Director. The Shares may be issued to a nominee of Ms Anderson.
(b) The maximum number of shares to be issued to Ms Anderson or her nominee will be the number calculated in accordance with this formula:

A/B

where:

A is the amount of salary not paid to Ms Anderson with respect to the period 1 September 2013 to 31 December 2013 (noting that Ms Anderson is paid 2 weeks in arrears and two weeks in advance on the 15[th] of each month) or, if it is a lesser sum, $9,320; and

B is the VWAP over the period from 1 September 2013 to 15 December 2013.

(c) The Shares to be issued to Ms Anderson or her nominee will be issued within 1 month of the Annual General Meeting. It is anticipated that they will be issued on or about 15 December 2013.
(d) The Shares to be issued to Ms Anderson or her nominee will be issued for nil consideration at a deemed issue price equal to the VWAP over the period from 1 September 2013 to 15 December 2013.

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(e) The Shares to be issued to Ms Anderson or her nominee will be issued on the same terms as, and rank equally with, all other Shares on issue and application will be made for their quotation on ASX.
(f) No funds will be raised by the issue of Shares to Ms Anderson or her nominee although the Company’s liability to Ms Anderson in relation to her remuneration in respect of the period 1 September 2013 to 31 December 2013 will be partially satisfied by the issue of these Shares, thus preserving the Company’s cash to that extent.
(g) Ms Anderson holds 1,058,571 shares and 1,000,000 options to acquire further shares in the Company.

A voting exclusion statement has been included in the Notice of the Annual General Meeting.

Ms Anderson declines to make a recommendation to Shareholders in relation to this Resolution due to her material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of this Resolution, recommend that Shareholders vote in favour of this Resolution as they consider it to be in the interests of the Company, in the current economic circumstances, to preserve the Company’s cash for use in the continued conduct of the Company’s exploration and development activities to the extent resulting from the passing of this Resolution. The Board (other than Ms Anderson) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass this Resolution.

The Chairman intends to vote undirected proxies in favour of this Resolution.

The giving of a financial benefit to a related party will require shareholder approval under section 208 of the Corporations Act unless an exception in section 210 to 216 (inclusive) of the Corporations Act applies. The issue of Shares to Ms Anderson or her nominee constitutes the giving of a financial benefit to a related party because she is a Director.

Resolution 7 – Approval of a share issue to Mr Michael Billing

ASX Listing Rule 10.11 prohibits the issue of shares by the Company to any of its directors without prior shareholder approval. Mr Michael Billing is a non-executive Director.

In the interests of preserving the Company’s cash in what are difficult economic times, Mr Billing has agreed that he will, subject to necessary Shareholder approval, forego 30% of his gross monthly director’s fees for the period 1 September 2013 to 31 December 2013 (ie a total of $4,000), in return for an issue of Shares. Resolution 7 seeks the Shareholder approval required by Listing Rule 10.11 to allow this agreement to be implemented by allowing that issue of Shares to occur.

The following information is provided in accordance with Listing Rule 10.13 for the purposes of the Shareholder approval sought pursuant to Listing Rule 10.11:

(a) Mr Billing is a related party of the Company by virtue of being a Director. The Shares may be issued to a nominee of Mr Billing.
(b) The maximum number of shares to be issued to Mr Billing or his nominee will be the number calculated in accordance with this formula:

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A/B

where:

A is the amount of director’s fees not paid to Mr Billing with respect to the period 1 September 2013 to 31 December 2013 (noting that Directors are paid 2 weeks in arrears and two weeks in advance on the 15[th] of each month) or, if it is a lesser sum, $4,000; and

B is the VWAP over the period from 1 September 2013 to 15 December 2013.

(c) The Shares to be issued to Mr Billing or his nominee will be issued within 1 month of the Annual General Meeting. It is anticipated that they will be issued on or about 15 December 2013.
(d) The Shares to be issued to Mr Billing or his nominee will be issued for nil consideration at a deemed issue price equal to the VWAP over the period from 1 September 2013 to 15 December 2013.
(e) The Shares to be issued to Mr Billing of his nominee will be issued on the same terms as, and rank equally with, all other Shares on issue and application will be made for their quotation on ASX.
(f) No funds will be raised by the issue of Shares to Mr Billing or his nominee although the Company’s liability to Mr Billing in relation to his Director’s fee in respect of the period 1 September 2013 to 31 December 2013 will be partially satisfied by the issue of these Shares, thus preserving the Company’s cash to that extent.
(g) Mr Billing holds 2,798,550 shares in the Company.

A voting exclusion statement has been included in the Notice of the Annual General Meeting.

Mr Billing declines to make a recommendation to Shareholders in relation to this Resolution due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of this Resolution, recommend that Shareholders vote in favour of this Resolution as they consider it to be in the interests of the Company, in the current economic circumstances to preserve the Company’s cash for use in the continued conduct of the Company’s exploration and development activities to the extent resulting from the passing of this Resolution. The Board (other than Mr Billing) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass this Resolution.

The Chairman intends to vote undirected proxies in favour of this Resolution.

The giving of a financial benefit to a related party will require shareholder approval under section 208 of the Corporations Act unless an exception in section 210 to 216 (inclusive) of the Corporations Act applies. The issue of Shares to Mr Billing or his nominee constitutes the giving of a financial benefit to a related party because he is a Director.

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Resolution 8 – Approval of a share issue to Mr David Turvey

ASX Listing Rule 10.11 prohibits the issue of shares by the Company to any of its directors without prior shareholder approval. Mr David Turvey is a non-executive Director.

In the interests of preserving the Company’s cash in what are difficult economic times, Mr Turvey has agreed that he will, subject to necessary Shareholder approval, forego 30% of his gross monthly director’s fees for the period 1 September 2013 to 31 December 2013 (ie a total of $4,000), in return for an issue of Shares. Resolution 8 seeks the Shareholder approval required by Listing Rule 10.11 to allow this agreement to be implemented by allowing that issue of Shares to occur.

The following information is provided in accordance with Listing Rule 10.13 for the purposes of the Shareholder approval sought pursuant to Listing Rule 10.11:

(a) Mr Turvey is a related party of the Company by virtue of being a Director. The Shares may be issued to a nominee of Mr Turvey.
(b) The maximum number of shares to be issued to Mr Turvey or his nominee will be the number calculated in accordance with this formula:

A/B

where:

A is the amount of director’s fees not paid to Mr Turvey with respect to the period 1 September 2013 to 31 December 2013 (noting that Directors are paid 2 weeks in arrears and two weeks in advance on the 15[th] of each month) or, if it is a lesser sum, $4,000; and

B is the VWAP over the period from 1 September 2013 to 15 December 2013.

(c) The Shares to be issued to Mr Turvey or his nominee will be issued within 1 month of the Annual General Meeting. It is anticipated that they will be issued on or about 15 December 2013.
(d) The Shares to be issued to Mr Turvey or his nominee will be issued for nil consideration at a deemed issue price equal to the VWAP over the period from 1 September 2013 to 15 December 2013.
(e) The Shares to be issued to Mr Turvey or his nominee will be issued on the same terms as, and rank equally with, all other Shares on issue and application will be made for their quotation on ASX.
(f) No funds will be raised by the issue of Shares to Mr Turvey or his nominee although the Company’s liability to Mr Turvey in relation to his Director’s fee in respect of the period 1 September 2013 to 31 December 2013 will be partially satisfied by the issue of these Shares, thus preserving the Company’s cash to that extent.
(g) Mr Turvey holds 941,899 shares and 500,000 options to acquire further shares in the Company.

A voting exclusion statement has been included in the Notice of the Annual General Meeting.

Mr Turvey declines to make a recommendation to Shareholders in relation to this Resolution due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of this Resolution, recommend that Shareholders vote in favour of this Resolution as they consider it to be in the interests of the Company, in the current economic circumstances to preserve the Company’s cash for use in the continued conduct of the Company’s exploration and development activities to the extent resulting from the passing of this Resolution. The Board (other than Mr Turvey) is not aware of any other information that would be reasonably

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required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass this Resolution.

The Chairman intends to vote undirected proxies in favour of this Resolution.

The giving of a financial benefit to a related party will require shareholder approval under section 208 of the Corporations Act unless an exception in section 210 to 216 (inclusive) of the Corporations Act applies. The issue of Shares to Mr Turvey or his nominee constitutes the giving of a financial benefit to a related party because he is a Director.

Resolution 9 – Approval of 10% Placement Facility

Background to Resolution 9

ASX Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the Annual General Meeting (10% Placement Facility). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under ASX Listing Rule 7.1. An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company’s market capitalisation as at 14 October 2013 was $6.1 million (360,596,891 issued shares at $0.017 closing price per share). Further, the Company is not included in the S&P/ASX 300 Index, and is therefore an eligible entity for the purposes of ASX Listing Rule 7.1A.

The Company is now seeking shareholder approval by way of a Special Resolution to have the ability to issue Equity Securities under the 10% Placement Facility. The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2. It is the Company’s intention that funds received under the 10% Placement Facility will be used to further develop the Cannon Gold Project in Western Australia. Funds raised under the 10% Placement Facility may also be used to supplement the Company’s working capital requirements and undertake further transactions to acquire new assets or investments should the Directors determine this to be in the best interests of the Company.

Description of Listing Rule 7.1A

a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to Shareholder approval by way of a special resolution at an Annual General Meeting.

b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of this Notice, has on issue two classes of Equity Securities being Listed Shares and Unlisted Options.

c) Formula for calculating 10% Placement Facility

ASX Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an Annual General Meeting may issue or agree to issue, during the 12 month period after the date of the Annual General Meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

A is the number of shares on issue 12 months before the date of issue or agreement:

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1) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;
2) plus the number of partly paid shares that became fully paid in the 12 months;
3) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity’s 15% placement capacity without shareholder approval;
4) less the number of fully paid shares cancelled in the 12 months.

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

D is 10%
E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.1.

At the date of this Notice, the Company has on issue 360,596,981 Shares and therefore (assuming Resolutions 3 and 4 are approved by Shareholders) has a capacity to issue:

1) 54,089,547 Equity Securities under Listing Rule 7.1; and
2) subject to Shareholder approval being sought under Resolution 9, 36,059,698 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2.

Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must not be less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

1) the date on which the price at which the Equity Securities are to be issued is agreed; or
2) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (1) above, the date on which the Equity Securities are issued.

The Company may also issue Equity Securities under the 10% Placement Facility as consideration for the acquisition of a new asset, in which case the Company will release to the market a valuation of those Equity Securities that demonstrates that the issue price of the securities complies with the rule above.

10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the Annual General Meeting at which the approval is obtained and expires on the earlier to occur of:

1) the date that is 12 months after the Annual General Meeting at which the approval is obtained; or
2) the date of the approval by Shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

or such longer period if allowed by ASX (10% Placement Period).

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Listing Rule 7.1A

The effect of Resolution 9 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s placement capacity under Listing Rule 7.1.

Resolution 9 is a Special Resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

a) the Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities over the 15 Trading Days on which trades in that class were recorded immediately before:
1) the date on which the price at which the Equity Securities are to be issued is agreed; or
2) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (1) above, the date on which the Equity Securities are issued.
b) if Resolution 9 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, existing Shareholders may be subject to both economic and voting power dilution. There is a risk that:
1) the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting;
2) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date; and
3) the Equity Securities are issued as part of consideration for the acquisition of a new asset, in which case, no funds will be raised by the issue of the Equity Securities.

The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table also shows:

1) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or script issued under a takeover) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and
2) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

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Variable ‘A’ in Listing Rule 7.1A.2			Dilution
		$0.0085 50% decrease in issueprice	$0.017 Issue price	S0.034 100% increase in issueprice
Current Variable A 360,596,981 Shares	10% voting dilution	36,059,698 Shares	36,059,698 Shares	36,059,698 Shares
	Funds raised	$306,507	$613,015	$1,226,030
50% increase in current Variable A 540,895,472 Shares	10% voting dilution	54,089,547 Shares	54,089,547 Shares	54,089,547 Shares
	Funds raised	$459,761	$919,523	$1,839,045
100% increase in current Variable A 721,193,962 Shares	10% voting dilution	72,119,396 Shares	72,119,396 Shares	72,119,396 Shares
	Funds raised	$613,014	$1,226,030	$2,452,060

The table has been prepared on the following assumptions:

  - i. Resolutions 3 and 4 are approved by Shareholders;

  - ii. the Company issues the maximum number of Equity Securities available under the 10% Placement Facility;

  - iii. no Unlisted Options (including any Unlisted Options issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of the Equity Securities;

  - iv. the 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%;

  - v. the table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the meeting;

  - vi. the table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1. Dilution experienced by Shareholders may be greater if issues have been made utilising the capacity in Listing Rule 7.1 as well;

  - vii. the issue of Equity Securities under the 10% Placement Facility consists only of Shares;

  - viii. the issue price is $0.017, being the closing price of the Shares on ASX on 10 October 2013;

  - ix. except as reflected in the 50% and 100% increases in the current Variable A, the table does not take into account Shares that would be issued under Resolutions 5, 6, 7 and 8 respectively if those Resolutions be passed by Shareholders.

c) the Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 9 for the issue of Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities or Listing Rule 11.2 (disposal of main undertaking).
d) the Company may seek to issue the Equity Securities for the following purposes:
i. non-cash consideration for the acquisition of new resources, assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or
ii. cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new assets or investments (including expenses associated with such acquisitions or

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investments), continued exploration and development expenditure on the Company’s current assets (including its Cannon Gold Project in Western Australia) and/or general working capital.

The Company will comply with the disclosure obligations under Listing Rules 7.1A (4) and 3.10.5A upon issue of any Equity Securities.

e) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:
i. the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;
ii. the effect of the issue of the Equity Securities on the control of the Company;
iii. the financial situation and solvency of the Company; and
iv. advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

Further, if the Company acquires new assets, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new assets.

If Resolution 9 is approved by Shareholders, the Company may issue Equity Securities under the 10% Placement Facility during the Placement Period as and when the circumstances of the Company require.

f) The Company has previously obtained Shareholder approval under Listing Rule 7.1A on 21 November 2012. The following is detailed information required under Listing Rule 7.3A.6 regarding Equity Securities issued since 21 November 2012;
i) The total number of equity securities issued in since 21 November 2012 is 13,870,130 fully paid ordinary shares representing 4.00% of the total number of equity securities on issue at 21 November 2012;
ii) The details comprising the issue of 13,870,130 shares in the Company are as follows;
- a. 12,297,728 fully paid ordinary shares were issued to Taheh International Holdings Limited on 25 July 2013, at a price equivalent to $0.0164 per share, being market price at the time of issue. The issue did not raise any cash, but was in exchange of 33,572,797 shares in Northern Mining Limited. The holding was subsequently sold on market for a consideration of $599,000 cash in August 2013.
- b. 1,572,402 fully paid ordinary shares were issued to Metropolis Pty Ltd on 11 October 2013, at a price equivalent to $0.015 per share, calculated as the market priced 30 days VWAP for the relevant invoicing dates for services provided by Metropolis Pty Ltd. The issue did raise any cash, but was in satisfaction of a liability owed to Metropolis Pty Ltd for services rendered.
g) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder’s votes will therefore be excluded under the voting exclusion in the Notice.

The Board considers that the approval of the issue of the 10% Placement Facility described above is beneficial for the Company as it provides the Company with the flexibility to issue up to the maximum number of securities permitted under Listing Rule 7.1A in the next 12 months (without further Shareholder approval), should it be required. At the date of the notice of meeting, the Company has no plans to use the 10% Placement Facility should it be approved. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of Resolution 9. The Chairman intends to vote all undirected proxies in favour of Resolution 9.

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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 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 that the member controls.
"Company" means Southern Gold Limited (ACN 107 424 519).
"Constitution" means they constitution of the Company from time to time.
"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.
“Equity Securities” has the meaning given to that term in the Listing Rules.
"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).
"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.
"Option" means an option to subscribe for one fully paid ordinary share in the capital of the Company.
"Related party" has the meaning given to that term in Section 228 of the Corporations Act.
“Share” means a fully paid ordinary share in the capital of the Company.
"Shareholder" means a holder of Shares in the Company.
“Trading Day” means a day determined by ASX to be a trading day in accordance with the Listing Rules.
“VWAP” means Volume Weighted Average Price of the Company’s ASX-listed Shares trading under the code SAU.

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SOUTHERN GOLD LIMITED ACN 107 424 519

ANNUAL GENERAL MEETING 21 NOVEMBER 2013 AT 4PM (CST)

PROXY FORM

Company Secretary Southern Gold Limited 229 Greenhilll Road Dulwich South Australia 5065

FACSIMILE: +61 (0) 8 8431 5619

I/We ______________

Being a member of Southern Gold Limited,

of (address) ______________ hereby appoint _________________

or failing him/her, the Chairman of the meeting as my/our proxy to vote on my/our behalf at he general meeting of the Company to be held on 21 November 2013 at Southern Gold Limited, 229 Greenhill Road, Dulwich, Adelaide, South Australia, and at any adjournment thereof. If no voting directions are given, the Chairman will vote in favour of each resolution.

Instructions on Voting


Resolution	1	Adoption of the Remuneration Report
Resolution	2	Re-election of Mr David Turvey as a Director
Resolution	3	Ratification of a share issue to Taheh
Resolution	4	Ratification of a share issue to Metropolis
Resolution	5	Approval of a share issue to Mr Greg Boulton
Resolution	6	Approval of a share issue to Ms Nanette Anderson
Resolution	7	Approval of a share issue to Mr Michael Billing
Resolution	8	Approval of a share issue to Mr David Turvey
Resolution	9	Approval of a 10% placement facility

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If the Chairman of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote in respect of the resolutions, please mark this box.

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he/she has an interest in the outcome of the resolution and votes cast by him/her other than as proxy holder will be disregarded because of that interest.

If you do not mark this box and you have not directed your proxy how to vote, the Chairman will not cast your votes on Resolution 5 and your votes will not be counted in calculating the required majority for Resolution 5.

Dated this ____ day of ________2013 Individuals and joint holders to sign: Companies to sign (affix common seal if applicable):

Signature Director, or sole Director / Secretary ______ _______ Signature Director / Company Secretary

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AI assistant

IONDRIVE LIMITED — AGM Information 2013

65132_rns_2013-10-20_b86e5ad2-9d6b-4ddf-90e8-b1213ac7ea25.pdf

Ordinary Business

Financial Report

Resolution 1 - Adoption of the Remuneration Report for the year ended 30 June 2013

Voting Exclusion Statement

Resolution 2 - Re-election of Mr David Turvey as a Director

Resolution 3 - Ratification of a previous issue of shares to Taheh International Holdings Ltd

Voting Exclusion Statement

Resolution 4 - Ratification of a previous issue of shares to Metropolis Pty Ltd

Voting Exclusion Statement

Other Business

Resolution 5 - Approval of a share issue to Mr Greg Boulton

Voting Exclusion Statement

Resolution 6 - Approval of a share issue to Ms Nanette Anderson

Voting Exclusion Statement

Resolution 7 - Approval of a share issue to Mr Michael Billing

Voting Exclusion Statement

Resolution 8 - Approval of a share issue to Mr David Turvey

Voting Exclusion Statement

Resolution 9 - Approval of 10% Placement Facility

Voting Exclusion Statement

Voting Entitlements

Proxies

Corporate Representative

Explanatory Memorandum

EXPLANATORY MEMORANDUM

Resolution 1 – Adoption of the Remuneration Report for the year ended 30 June 2013

Important information for Shareholders:

Resolution 2 – Re-election of Mr David Turvey as a Director

Mr David Turvey B Sc(Hons) Geol, MAusIMM

Resolution 3 – Ratification of previous issue of shares to Taheh International Holdings Ltd

Resolution 4 – Ratification of a previous issue of shares to Metropolis Pty Ltd

Resolution 5 – Approval of a share issue to Mr Greg Boulton

A/B

where:

Resolution 6 – Approval of a share issue to Ms Nanette Anderson

A/B

where:

Resolution 7 – Approval of a share issue to Mr Michael Billing

Resolution 8 – Approval of a share issue to Mr David Turvey

Resolution 9 – Approval of 10% Placement Facility

Background to Resolution 9

Description of Listing Rule 7.1A

a) Shareholder approval

b) Equity Securities

c) Formula for calculating 10% Placement Facility

(A x D) – E

Listing Rule 7.1 and Listing Rule 7.1A

Minimum Issue Price

10% Placement Period

Listing Rule 7.1A

Specific information required by Listing Rule 7.3A

GLOSSARY

SOUTHERN GOLD LIMITED ACN 107 424 519

ANNUAL GENERAL MEETING 21 NOVEMBER 2013 AT 4PM (CST)

PROXY FORM

FACSIMILE: +61 (0) 8 8431 5619

Instructions on Voting

More from IONDRIVE LIMITED

IONDRIVE LIMITED AGM Information 2013