IONDRIVE LIMITED — Capital/Financing Update 2010

Nov 16, 2010

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17 November 2010

Dear Shareholder/s,

I would like to take this opportunity, as your new Managing Director, to highlight the key focus of Southern Gold’s work programme for the upcoming months.

Enclosed in this package is an Offer Memorandum from Southern Gold Limited (“Southern Gold”) to participate in a non-renounceable Share Purchase Plan (“SPP”) that will be capped at $1.5M. Funds raised from the SPP and the upcoming $3M placement (announced on the 11 November 2010) will allow Southern Gold to focus and accelerate exploration work at Bulong South were it has recently defined a JORC resource of 79,100oz @ 3.1g/t gold (“Au”) (JORC details below) and to progress exploration across the Company’s other project areas.

Located 35 km south east of Kalgoorlie, the highly encouraging drill results achieved at Southern Gold’s Bulong South Project, Western Australia, has lead to the Company prioritising the project as its “lead or flagship” project. This is where systematic exploration has the greatest potential to discover economic gold deposits and thereby increase shareholder value over the next few years. The list below is an example of the wide, high grade gold mineralised intersections achieved through the year (see 2010 ASX announcements for details).

• 15m @ 9.55 g/t Au

• 26m @ 4.07 g/t Au

• 43 m @ 3.4 g/t Au

• 21m @ 3.68 g/t Au

• 66m @ 2.9 g/t Au

• 32 m @ 2.14 g/t Au

In just over 8 months, drilling at the Cannon Resource had intersected sufficient mineralisation to define the JORC resource. As the Cannon Resource is within one of 5 significant soil geochemical anomalies (see recent Managing Directors AGM presentation for figures) along a 1 kilometre trend (called the Cannon trend), Southern Gold considers there is potential to define additional ounces around the Cannon Resource and along the trend.

Southern Gold commenced drilling at Bulong South on the 4 November. An additional rig (reverse cycle (RC)/diamond) will be deployed to site later in the month. The RC and diamond drilling will not only target extensions to the Cannon Resource, but also provide valuable drill core data. Diamond drill core will be sent to laboratories to conduct initial geotechnical and metallurgical test work.

In addition to Southern Gold’s work in WA, work in Cambodia will commence in the next 2 weeks, with 2 drill rigs booked to commence work at Kratie South. $1.2M expenditure at this project is being met by Southern Gold’s joint venture partner JOGMEC (Japan Oil Gas and Metals National Corporation).

Results from these work programmes are expected late December with news flow to continue through into early 2011. You are encouraged to read this Offer Memorandum and the accompanying Application Form fully. If you have any queries in relation to the Share Purchase Plan, you should consult your stockbroker or other professional adviser.

Yours sincerely,

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Nanette Anderson Managing Director

Southern Gold Limited 47 Tynte Street PO Box 1016 emailinfo@southerngold.com.au telephone 08 8368 8888 ABN 30 107 424 519 North Adelaide North Adelaide web southerngold.com.au facsimile 08 8368 8899 South Australia 5006 South Australia 5006

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17 November 2010

SHARE PURCHASE PLAN

Dear Shareholder,

Southern Gold Limited ( “Southern Gold” ) invites you to participate in a non-renounceable Share Purchase Plan, whereby existing Shareholders as at 5.00pm Adelaide time on 10 November 2010 can subscribe for up to $15,000 of New Shares at a subscription price of 6.8 cents per Share, in any one of the following parcel options:

• a) 29,412 Shares for $2,000

• b) 73,529 Shares for $5,000

• c) 147,059 Shares for $10,000

• d) 220,588 Shares for $15,000

The issue price of the New Shares represents a discount of 10% to the volume weighted average price of SAU shares during the last 5 days on which sales of Shares were recorded to, and including, 10 November 2010, being the day before the Share Purchase Plan was announced. The offer under the Share Purchase Plan is at the same price as the recent institutional share placement, announced on 11 November 2010, and provides you with an opportunity to increase your investment in Southern Gold at an attractive price.

The offer under the Share Purchase Plan will be conducted without a prospectus in accordance with ASIC Class Order 09/425. The maximum amount to be raised under the Share Purchase Plan is $1.5M through the issue of a maximum of 22,058,824 New Shares.

The proceeds from the Share Purchase Plan will allow Southern Gold to continue to progress exploration work on the recently defined Cannon deposit and across the Company’s other project areas. Work programmes include but are not limited to:

• Bulong South, Western Australia: Exploration work, that commenced on 4 November 2010, is targeting the recently defined Indicated and Inferred resource of 79,100oz @ 3.1g/t gold (Au) (463,000 tonnes @ 2.8g/t gold for 42,100 oz of gold Indicated and 341,000 tonnes @ 3.4 g/t gold for 37,100 oz of gold Inferred - please refer to the September 2010 Quarterly Activities Report for more information). Drill programmes will focus on extensions to the current resource and near (within 1km) deposit drilling. Drilling programmes targeting high priority geochemical anomalies within 5km of the Cannon Gold deposit will commence in 2011 subject to Southern Gold obtaining all necessary regulatory approvals.

• Challenger, South Australia: Southern Gold is in Joint Venture with Dominion Mining Limited on an area surrounding Dominion’s 1Moz Challenger Gold Mine. There are 37 targets identified and high grade multiple gold shoots identified near the Challenger mine from previous drilling. Follow up work to prioritise these targets and calcrete anomalies to the south will be completed and the most robust targets will be drill tested in the coming year;

• Cambodia: Complementary to its drilling and trenching programmes, fully funded by Japan Oil Gas and Metals National Corporation (which has recently committed to its third year of the Joint Venture in the Kratie South Project, with the third phase of the programme expected to reach US$1.2million) Southern Gold intends to maintain at least the minimum expenditure work programmes on its 100% owned tenement areas.

Funds raised will also be applied to Southern Gold’s general working capital requirements.

Your Directors consider that Southern Gold has a positive future and recommend this Share Purchase Plan to you as an opportunity to participate further in its future. Each Director intends to take up the maximum parcel of Shares available to them under the Share Purchase Plan.

You are encouraged to read this Offer Memorandum and the accompanying Application Form fully. If you have any queries in relation to the Share Purchase Plan, you should consult your stockbroker or other professional adviser.

Yours sincerely,

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Greg Boulton Chairman

             

TERMS AND CONDITIONS OF SHARE PURCHASE PLAN

1. Offer under the Share Purchase Plan		Southern Gold Ltd (“SAU”) offers each Shareholder the opportunity to subscribe for New Shares at 6.8 cents each in one of the following parcel options: a) 29,412 Shares for $2,000 b) 73,529 Shares for $5,000 c) 147,059 Shares for $10,000 d) 220,588 Shares for $15,000 The New Shares will be fully paid and will rank equally in all respects with SAU’s existing Shares on issue. SAU will apply for quotation of the new Shares on ASX. If a Shareholder becomes entitled to a fraction of a Share, the entitlement will be rounded as per the parcel options above, or if Applications are subject to scaling, rounded up to the nearest whole number.	Southern Gold Ltd (“SAU”) offers each Shareholder the opportunity to subscribe for New Shares at 6.8 cents each in one of the following parcel options: a) 29,412 Shares for $2,000 b) 73,529 Shares for $5,000 c) 147,059 Shares for $10,000 d) 220,588 Shares for $15,000 The New Shares will be fully paid and will rank equally in all respects with SAU’s existing Shares on issue. SAU will apply for quotation of the new Shares on ASX. If a Shareholder becomes entitled to a fraction of a Share, the entitlement will be rounded as per the parcel options above, or if Applications are subject to scaling, rounded up to the nearest whole number.
2. Issue Price		The issue price of the New Shares represents a discount of 10% to the volume weighted average price of SAU shares during the last 5 trading days on which sales of Shares were recorded to, and including, 10 November 2010 (being the last trading day before the Share Purchase Plan was announced) and a discount of 13% to the volume weighted average price of SAU shares during the 30 day period to, and including, 10 November 2010. Shareholders should be aware that there is a risk that the market price of the Shares may change between the date of this Offer Memorandum and the date when New Shares are issued under the Share Purchase Plan. This means that the price paid per New Share may be either higher or lower than the market price of the Shares on the date the New Shares are issued and allotted under the Share Purchase Plan.
3. Participation in the Share Purchase Plan		Each Shareholder with a registered address in Australia or New Zealand, who was registered as the holder of Shares as at 5.00pm Adelaide time on 10 November 2010 is entitled to participate in the Share Purchase Plan.
4. How to subscribe for New Shares		Participation in the Share Purchase Plan is optional. To subscribe for New Shares under the Share Purchase Plan, please follow the instructions on the enclosed Application Form. Applications must be for one of the parcel options specified in item 1 above. You must make payment for the appropriate Application Money, depending on which parcel option you select, as provided in the Application Form. Applications will not be valid if they are received after 5.00pm Adelaide time on 3 December 2010 (or such later date as the Directors determine in their discretion). By making an Application and subscribing for New Shares, you agree to be bound by the Terms and Conditions and the Constitution of SAU. Please note, you will not be able to withdraw or revoke an Application once you have submitted it. By submitting an Application you accept the risk that the market price of the Shares may fall between the date on which you submit the Application and the date the New Shares are issued and allotted.
5. Indicative timetable		Record Date	10 November 2010(Wed)
		Offer Opens	18 November 2010(Thur)
		Closing Date	5.00pm Adelaide time on 3 December 2010(Fri)
		Date of issue of New Shares	No later than 17 December 2010
		Expected date of commencement of trading of New Shares	The day after issue of the New Shares and no later than 20 December 2010
		Despatch of holding statements to participants in the Share Purchase Plan	No later than 23 December 2010
6. Scaling back		The maximum number of New Shares to be issued under the Share Purchase Plan is22,058,824 The Company reserves the right to scale back Applications on any basis it determines. Any Application Money received in excess of New Shares allocated to a Shareholder will be refunded (without interest). If, as a result of scaling, a Shareholder becomes entitled to a fraction of a Share, the entitlement will be rounded up to the nearest whole number.
7. Renounceability		The offer under the Share Purchase Plan is non-renounceable. This means that the right to subscribe for New Shares under the Share Purchase Plan is not transferable.

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ADDITIONAL TERMS AND CONDITIONS OF SHARE PURCHASE PLAN

1. Level of participation

• 1.1 Shareholders can choose to subscribe for New Shares in one of the parcel options specified in item 1 of the table above, up to a maximum of $15,000 of New Shares.

• 1.2 Joint holders will be treated as a single registered holding for the purposes of the offer under the Share Purchase Plan and the joint holders are entitled to participate in respect of that single holding only. Any Shareholder (other than a Custodian) that receives more than one offer to participate in the Share Purchase Plan, can only subscribe for a maximum of $15,000 of New Shares in total. SAU reserves the right to reject any Application where it believes this has not been complied with.

• 1.3 By making an Application, a Shareholder (other than a Custodian) certifies that the total of the application price for the following does not exceed $15,000:

• a) the New Shares the subject of the Application; and

• b) any other Shares issued to the Shareholder under the Share Purchase Plan or any similar arrangement in the 12 months before the Application; and

• c) any other Shares which the Shareholder has instructed a Custodian to acquire on its behalf under the Share Purchase Plan; and

• d) any other Shares issued to a Custodian in the 12 months before the Application as a result of an instruction given by the Shareholder to the Custodian to apply for Shares on their behalf under an arrangement similar to the Share Purchase Plan.

• 1.4 Shareholders that are Custodians holding Shares on behalf of one or more other persons ( Beneficiaries ) may subscribe for New Shares up to a maximum amount of $15,000 for each Beneficiary, provided the Custodian provides a certificate with its Application, certifying the following:

• a) that the Custodian holds Shares on behalf of one or more Beneficiaries on the Record Date who have instructed the Custodian to apply for New Shares on their behalf under the Share Purchase Plan;

• b) the number of participating Beneficiaries;

• c) the name and address of each participating Beneficiary;

• d) in respect of each participating Beneficiary, the number of New Shares that the Custodian holds on their behalf;

• e) in respect of each participating Beneficiary, the number or the dollar amount of New Shares they instructed the Custodian to apply for on their behalf; and

• f) there are no participating Beneficiaries in respect of which the total of the application price for the following exceeds $15,000:

  • (i) the New Shares applied for by the Custodian on their behalf under the Share Purchase Plan; and

  • (ii) any other Shares issued to the Custodian in the 12 months before the Application as a result of an instruction given by them to the Custodian to apply for Shares on their behalf under an arrangement similar to the Share Purchase Plan.

• 1.5 If you hold Shares as a trustee or nominee for another person, but are not a Custodian you cannot participate for Beneficiaries in the manner described in clause 1.4. In this case, the rules for multiple single holdings in clause 1.2 apply.

• 1.6 If you require a Custodian Certificate or would like further information on how to apply, you should contact Computershare Investor Services Pty Limited.

2. Excluded Shareholders

2.1 The Company has decided that it is unreasonable to make the offer under the Share Purchase Plan to shareholders who have a registered address in a country other than Australia or New Zealand having regard to the number of shareholders in such places, the number and value of the New Shares they would be able to apply for and the substantial costs of complying with the legal and regulatory requirements in those jurisdictions.

• 2.2 Consequently, no offer is made by this Offer Memorandum in any jurisdiction other than Australia and New Zealand. Shareholders holding Shares on behalf of persons who are resident in countries other than Australia or New Zealand are responsible for ensuring that the subscription for the New Shares under the Share Purchase Plan does not breach regulations in the relevant overseas jurisdiction. The making of an Application will constitute a representation that there has been no breach of such regulations.

3. Costs

• 3.1 There are no brokerage or transaction costs payable by Shareholders that participate in the Share Purchase Plan.

4. ASX Listing Rules

• 4.1 The Listing Rules allow the issue of up to $15,000 of New Shares under the Share Purchase Plan to each Shareholder (including Shareholders who are related parties of the Company) without obtaining Shareholder approval for the purposes of Listing Rules 7.1 or 10.11, provided the following conditions are complied with:

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• a) the discount offered under the Share Purchase Plan is no greater than 20% of SAU’s average Share price over the last 5 days on which sales of SAU’s Shares were recorded, either before the date on which the Share Purchase Plan was first announced, or before the day on which the offer under the Share Purchase Plan was made; and

• b) the number of Shares to be issued under the Share Purchase Plan is not greater than 30% of the number of Shares already on issue.

5. SAU’s discretion regarding Applications

• 5.1 SAU may accept or reject Applications at its discretion, including but not limited to cases where:

• a) an Application Form is incorrectly completed, incomplete or otherwise determined by SAU to be invalid;

• b) an Application is received after the Closing Date;

• c) the correct Application Money is not tendered with the Application;

• d) a cheque is dishonoured or has not been completed correctly or accurately; or

• e) SAU forms the opinion that the subscription of New Shares by the Shareholder would result in a breach of law or regulation.

• 5.2 If SAU rejects an Application, the Application Money will be refunded (without interest). SAU reserves the right to waive strict compliance with the Terms and Conditions.

• 5.3 SAU may, in its absolute discretion, vary or terminate the Share Purchase Plan or any of the Terms and Conditions at any time, whether because of a change of law, an ASIC requirement or policy or any other circumstances relevant to the Share Purchase Plan or SAU. If SAU exercises this discretion it will notify ASX promptly. Failure to notify Shareholders of a change to or termination of the Share Purchase Plan or the Terms and Conditions will not invalidate the change or termination. If SAU terminates the Share Purchase Plan all Application Money received will be refunded (without interest).

6.

Dispute policy

• 6.1 SAU may make determinations in any manner it thinks fit in relation to any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the Share Purchase Plan whether generally or in relation to any Shareholder or Application. Any determinations by SAU will be conclusive and binding on all Shareholders and other persons to whom the determination relates.

7.

Reliance on Offer Memorandum

• 7.1 This Offer Memorandum has been prepared in accordance with ASIC Class Order 09/425, which relates to share purchase plans that do not require the provision of a prospectus or other disclosure document. Accordingly, the level of disclosure in this Offer Memorandum is considerably less than the level of disclosure required in a prospectus.

• 7.2 In deciding whether or not to participate in the Share Purchase Plan, you should rely on your own knowledge of SAU, refer to disclosures made by SAU to ASX (which are available for inspection on the ASX website at www.asx.com.au and on SAU’s website at www.southerngold.com.au) and seek the advice of your professional adviser.

8.

Further information

• 8.1 If you have any questions about your entitlement to New Shares, please contact either:

• a) SAU’s share registry, Computershare Investor Services Pty Ltd, on 1300 556 161 (within Australia) or + 61 3 9415 4000 (outside Australia); or

• b) your stockbroker or professional adviser.

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GLOSSARY

In this Offer Memorandum, the following words have the following meanings unless the context requires otherwise:

Application	an application for New Shares under the Share Purchase Plan made in accordance with
	the instructions on the enclosed Application Form.
Application Form	the personalised form accompanying this Offer Memorandum.
Application Money	the application money required for a subscription of New Shares under the Share
	Purchase Plan, as applicable to the parcel option selected.
ASIC	the Australian Securities and Investments Commission.
ASX	ASX Limited (ACN 008 624 691) or the securities exchange operated by ASX Limited (as
	the context requires).
Closing Date	the last date for accepting the offer under the Share Purchase Plan, being 5.00pm
	Adelaide time on 3 December 2010, or such other date and/or time determined by the
	Directors.
Corporations Act	Corporations Act 2001(Cth).
Custodian	has the meaning given in ASIC Class Order 09/425
Directors	the directors of SAU.
Listing Rules	the official listing rules of ASX.
New Share	a Share to be issued pursuant to this Offer Memorandum at 6.8 cents per Share.
Offer Memorandum	this memorandum under which the offer in respect of the Share Purchase Plan is being
	made.
Record Date	5.00pm Adelaide time on 10 November 2010.
SAUorCompany	Southern Gold Limited ACN107 424 519
Share	a fully paid ordinary share in the capital of SAU.
Shareholder	a registered holder of Shares with a registered address in either Australia or New
	Zealand.
Share Purchase Plan	the share purchase plan, the terms and conditions of which are set out in this Offer
	Memorandum and the Application Form.
Terms and Conditions	the terms and conditions of the Share Purchase Plan as set out in the Offer Memorandum
	and the Application Form.

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353CII0106

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Please return completed form to:

Computershare Investor Services Pty Limited GPO Box 2987 Adelaide South Australia 5001 Australia Enquiries (within Australia) 1300 556 161 (outside Australia) 61 3 9415 4000 www.investorcentre.com/contact

A For your security keep your SRN/HIN confidential. Entitlement Number: Record Date: 10/11/2010 Offer Closes: 5.00pm (Adelaide time) 3/12/2010 Price per Security: A$0.068

SHARE PURCHASE PLAN APPLICATION FORM

This personalised form can only be used in relation to the securityholding represented by the SRN or HIN printed above. This is an important document and requires your immediate attention. If you are in doubt about how to deal with this document, please consult your financial or other professional adviser.

Pursuant to the terms and conditions of the Southern Gold Limited Share Purchase Plan ( SPP ) contained in the letter to Southern Gold Limited securityholders dated 17 November, Southern Gold Limited is offering eligible securityholders the opportunity to purchase New Shares up to a maximum value of A$15,000.00 per eligible securityholder, subject to a minimum application of A$2,000.00.

If you do not wish to purchase additional shares under this offer there is no need to take action.

By making your payment, you agree to be bound by the Constitution of Southern Gold Limited and agree that the submission of this payment constitutes an irrevocable offer to you by Southern Gold Limited to subscribe for Southern Gold Limited Shares on the terms of the SPP. In addition, by submitting the slip below you are taken to certify the items set out in clause 1.3 of the “ADDITIONAL TERMS AND CONDITIONS OF SHARE PURCHASE PLAN” set out in the Offer Memorandum, relating to the total application price paid by you not exceeding $15,000.

METHOD OF ACCEPTANCE

You can apply for shares and make your payment utilising one of the payment options detailed overleaf.

Southern Gold Limited may make determinations in any manner it thinks fit, in relation to any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP whether generally or in relation to any participant or application. Any determinations by Southern Gold Limited will be conclusive and binding on all eligible securityholders and other persons to whom the determination relates. Southern Gold Limited reserves the right to waive strict compliance with any provision of the terms and conditions of the SPP, to amend or vary those terms and conditions and to suspend or terminate the SPP at any time. Any such amendment, variation, suspension or termination will be binding on all eligible securityholders even where Southern Gold Limited does not notify you of that event.

S A U S P R B

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PLEASE DETACH HERE

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cheque(s) Paperclip Please see overleaf for Payment Options Biller Code:
here.
Do not Ref No:
staple.
I/We wish to purchase:
29,412 73,529 147,059 220,588
shares or or shares or or shares or or shares or
A$2,000 A$5,000 A$10,000 A$15,000
These share amounts may be subject to scale-back in accordance with the terms of the SPP.
Payment Details – Please note that funds are unable to be directly debited from your bank account
Drawer Cheque number BSB number Account number Cheque amount
A$
Make your cheque or bank draft payable to Southern Gold Limited
Contact Details
Please provide your contact details in case we need to speak to you about this slip
Name of contact person Contact person’s daytime telephone number
( )
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How to accept the Share Purchase Plan

Payment Details

You can apply for shares by utilising the payment options detailed below. There is no requirement to return the slip below if you are paying by electronic means. By making your payment using either electronic means or by cheque, bank draft or money order, you confirm that you agree to all of the terms and conditions of the Share Purchase Plan as enclosed with this Application Form;

Your cheque, bank draft or money order must be made payable to Southern Gold Limited in Australian currency and crossed Not Negotiable. Your cheque or bank draft must be drawn on an Australian branch of a financial institution. Please ensure you submit the correct amount. Incorrect payments may result in your application being rejected. Complete cheque details in the boxes provided. Please note that funds are unable to be directly debited from your bank account.

If paying by cheque, return the slip below and Cheque, Bank Draft or money order in the envelope provided.

Cheques will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques returned unpaid may not be re-presented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the slip below where indicated. Cash will not be accepted. A receipt for payment will not be forwarded.

Contact Details

Enter the name of a contact person and telephone number. These details will only be used in the event that the registry has a query regarding the slip below.

Lodgement of Application

If you are applying for shares and your payment is being made by BPAY[®] , you do not need to return the slip below. Your payment must be received by no

later than 5.00pm (Adelaide time) on 3 December 2010. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. Ensure you have read and accurately followed your banking institution’s BPAY FAQ or other instructions prior to making multiple payments for multiple holdings under this offer. Neither CIS nor Southern Gold Limited accepts any responsibility for loss incurred through incorrectly completed BPAY payments. It is the responsibility of the applicant to ensure that funds submitted through BPAY are received by this time.

If you are paying by cheque, bank draft or money order, the slip below must be received by Computershare Investor Services Pty Limited (CIS) Adelaide by no later than 5.00pm (Adelaide time) on 3 December 2010. You should allow sufficient time for this to occur. A reply paid envelope is enclosed for securityholders in Australia. New Zealand holders will need to affix the appropriate postage. Return the slip below with cheque, bank draft or money order attached.

Neither CIS nor the Company accepts any responsibility if you lodge the slip below at any other address or by any other means.

Privacy Statement

Personal information is collected on this form by CIS, as registrar for securities issuers (“the issuer”), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate,

to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications.

You may elect not to receive marketing material by contacting CIS. You can contact CIS using the details provided on the front of this form or e-mail privacy@computershare.com.au

If you have any enquiries concerning this form or your entitlement, please contact CIS on 1300 556 161.

This form may not be used to notify your change of address. For information, please contact CIS on 1300 850 505 or visit www.computershare.com (certificated/ issuer sponsored holders only).

CHESS holders must contact their Controlling Participant to notify a change of address

® Registered to BPAY Pty Ltd ABN 69 079 137 518

Payment Options:

Biller Code: Ref No:

Telephone & Internet Banking – BPAY

Call your bank, credit union or building society to make this payment from your cheque or savings account. More info: www.bpay.com.au

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By Mail Southern Gold Limited Computershare Investor Services Pty Limited GPO Box 2987 Adelaide, SA 5001 AUSTRALIA

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