IONDRIVE LIMITED — Capital/Financing Update 2007

Feb 18, 2007

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement. application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002.

Name of entity

SOUTHERN GOLD LIMITED

ABN

30 107 424 519

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be issued

ORDINARY SHARES

27.11.2011

• $\overline{2}$ Number of *securities issued or to be issued (if known) or maximum number which may be issued
• $\mathcal{R}$ Principal terms of the *securities (eg, if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if *convertible securities. the conversion price and dates for conversion)

Ž.	250,000 Fully paid ordinary shares 500,000 options to acquire shares
ì.	$1,00,000$ options to acquire shares

Fully paid ordinary shares 1. $2.$ Options to acquire ordinary shares $\omega$ \$0.50 until 7.2.2012 $3.$ Options to acquire ordinary shares $\omega$ \$0.50 until

⁺ See chapter 19 for defined terms.

4	Do the securities rank equally in all respects from the date of allotment with an existing class of quoted *securities? If the additional securities do not rank equally, please state: the date from which they do extent to which they the participate for the next dividend, (in the case of a. trust. distribution) or interest payment the extent to which they do not ۰ rank equally, other than $\mathbf{m}$ relation to the next dividend, distribution or interest payment	SHARES RANK EQUALLY WITH ALL ORDINARY SHARES
5.	Issue price or consideration	Consideration for establishment of $1_{-}$ operation in Cambodia 2. N/A $\overline{3}$ . N/A
6.	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Consideration for establishment of 1. operation in Cambodia Consideration for establishment of 2. operation in Cambodia 3.	Options to managing director as agreed at AGM of members on 28 November 2006
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	12 FEBRUARY 2007
		Number	+ Class
8	all Number class- of and securities quoted ASX. on (including the securities in clause 2 if applicable)	58,187,439 $\mathbf{1}$ . $\overline{2}$ . 4,121,595	paid ordinary Fully shares 20 Cent Options expiring 31.3.2007

⁺ See chapter 19 for defined terms.

		Number	+ Class
9	Number class and $\sigma f$ aIl securities not quoted on ASX	10,595,440	Escrowed fully paid ordinary shares
2 if applicable)	(including the securities in clause	4,758,900	OPS Unlisted Options expiring 31.12.07
		1,416,750	OPS Unlisted Options expiring 31.3.2007
		100,000	OPS Unlisted Options expiring 30.06.08
		25,000	OPS Unlisted Options expiring 30.06.08
		1,720,000	OPS Unlisted 35 cent Options expiring 30.06.10
		250,000	OPS Unlisted 31.5 cent Options expiring 7.12.11
		1,000,000	OPS Unlisted 50 cent Options expiring 27.11.11
		500,000	OPS Unlisted 50 cent Options expiring 7.2.12

Dividend policy (in the case of a $N/A$ $10\,$ trust, distribution policy) on the
increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	approval holder security Ιs required?	N/A
12	Is the issue renounceable or non- $N/A$ renounceable?
13	Ratio in which the *securities will $N/A$ be offered
14	$^{\dagger}$ Class of $^{\dagger}$ securities to which the $N/A$ offer relates
15	determine N/A + Record date to. entitlements
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	l N/A

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

17	Policy for deciding entitlements in relation to fractions	N/A
18	Names of countries in which the entity has *security holders who will not be. sent new issue documents	N/A
	Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.
19	Closing receipt οf date for acceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23.	Fee or commission payable to the broker to the issue	N/A
24	any handling fee Amount of payable to brokers who lodge acceptances or renunciations on behalf of *security holders	N/A
25	If the issue is contingent on *security holders' approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	N/A
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	N/A
28.	Date rights trading will begin (if applicable)	N/A
29.	Date rights trading will end (if applicable)	N/A

⁺ See chapter 19 for defined terms.

• 30 How do *security holders sell their entitlements in full through a broker?
• 31 How do *security holders sell part of their entitlements through a broker and accept for the balance?
• 32 How do *security holders dispose of their entitlements (except by sale through a broker)?

33 ⁺Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
• Securities described in Part 1 $(a)$
• $(b)$ All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

(If the additional securities do not form a new class, go to $43$ ) Tick to indicate you are providing the information or documents

35 If the "securities are "equity securities, the names of the 20 largest holders of the additional *securities, and the number and percentage of additional *securities held by those holders

36	If the "securities are "equity securities, a distribution schedule of the additional
	*securities setting out the number of holders in the categories
	1 - 1.000
	$1.001 - 5.000$
	$5.001 - 10.000$
	$10,001 - 100,000$
	$100.001$ and over

37

A copy of any trust deed for the additional *securities

(now go to $43$ )

Entities that have ticked box 34(b)

$N/A$

$N/A$

$N/A$

⁺ See chapter 19 for defined terms.

38	Number of securities for which + quotation is sought	N/A
39.	Class of $\pm$ securities for which quotation is sought	N/A
40	Do the securities rank equally in all respects from the date of allotment with an existing class of quoted *securities? If the additional securities do not rank equally, please state: the date from which they do ۰ which the. extent to they ۰ participate for the next dividend, (in the case οf a trust. distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment	N/A
41	Reason for request for quotation now Example: In the case of restricted securities, end of restriction period upon conversion (ii issued οf another security, clearly identify that other security)	N/A
42	Number and + class of all + securities quoted on ASX (including the securities in clause 38)	Number	*Class

(now go to $43$ )

⁺ See chapter 19 for defined terms.

All entities

$\cdot$

Fees

43 Payment method (tick one)

			To be invoiced by ASX
--	--	--	-----------------------	--	--

Electronic payment made
Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.

Periodic payment as agreed with the home branch has been arranged Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

Quotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbf{I}$ quote the ⁺securities on any conditions it decides.
• $\mathfrak{I}$ We warrant the following to ASX.
• The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those *securities should not be granted *quotation.
• An offer of the 'securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any "securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the *securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.

⁺ See chapter 19 for defined terms.

• We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{3}$ claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before *quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

• London Starter (1880)
  London Starter (1880)
  London Starter (1880)

Sign here: ................................... Company Secretary

Date: 18 February 2007

Print name: Michael Robert Billing

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$+$ See chapter 19 for defined terms.