IONDRIVE LIMITED — Director's Dealing 2009

Feb 17, 2009

ASX ADELAIDE 08 82165099

P. 2 No. 2148

ASX Markets Supervision Pty Ltd ABN 26 087 780 489 91 King William Street Adelaide SA 5000

GPO Box 547 Adelaide SA 5001

Telephone 61 8 8216 5000 Facsimile 61 8 8216 5099 www.asx.com.au

16 February 2009

Mr Michael Billing Company Secretary / Non-Exec Director Southern Gold Limited 47 Tynte Street North Adelaide SA 5006

By facsimile: (08) 8368 8899

Dear Mr Billing

$\overline{\mathcal{L}}$

$\overline{ }$

Southern Gold Limited (the "Company")

Appendix 3Y / 3Z - Change of Director's Interest Notices & Final Director's Interest Notice

We refer to the following;

• 1. The Appendix 3Ys lodged by the Company with ASX on 13 February 2009 for Gregory Boulton, Stephen Biggins and yourself.
• 1. The Appendix 3Z lodged by the Company with ASX on 13 February for Michael McDonald.
• 1. Listing rule 3.19A which requires an entity to tell ASX the following:
• 3.19A.1 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the following times.
  • On the date that the entity is admitted to the official list. $\bullet$
  • On the date that a director is appointed.

The entity must complete Appendix 3X and give it to ASX no more than 5 business days after the entity's admission or a director's appointment.

• 3.19A.2 A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust). The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.
• 3.19A.3 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the date that the director ceases to be a director. The entity must complete Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director.
• 1. Listing rule 3.19B which states as follows.

Australian Securities Exchange

Australian Stock Exchange
Sydney Futures Exchange

An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.

1. The Companies Update dated 27 June 2008, reminding listed entities of their obligation to notify ASX within 5 business days of the notifiable interests in securities held by each director and outlining the action that ASX would take in relation to breaches of listings rules 3.19A and 3.19B.

As the Appendix 3Ys indicated that a change in the director's relevant interests occurred on 4 February 2009, it appears that there may have been a breach by the Company of listing rules 3.19A and/or 3.19B.

Further, as the Appendix 3Z indicated that the director ceased to be a director on 31 January 2009 it appears the Appendix 3Z should have lodged with ASX by 9 February 2009. As it was lodged on 13 February 2009, it appears that there may have been a further breach by the Company of listing rules 3.19A and/or 3.19B

Please note that ASX is required to record details of breaches of the listing rules by listed companies for its reporting requirements.

ASX reminds the Company of its contract with ASX to comply with the listing rules. In the circumstances ASX considers that it is appropriate that the Company make necessary arrangements to ensure there is not a reoccurrence of a breach of the listing rules.

Having regard to listing rules 3.19A and 3.19B and Guidance Note 22: "Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities", we ask that you answer each of the following questions.

• 1. Please explain why the Appendices were lodged late.
• 1. What arrangements does the Company have in place with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?
• 3 If the current arrangements are inadequate or not being enforced, what additional steps does the Company intend to take to ensure compliance with listing rule 3.19B?

Your response should be sent to me by e-mail at Dion.Silvy@asx.com.au or by facsimile on facsimile number (08) 8216 5099. It should not be sent to the Company Announcements Office.

A response is requested as soon as possible and, in any event, not later than half an hour before the start of trading (i.e. before 9.30 a.m. E.D.S.T.) on Wednesday, 18 February 2009.

Under listing rule 18.7A, a copy of this query and your response will be released to the market, so your response should be in a form suitable for release and must separately address each of the questions asked. If you have any queries or concerns, please contact me immediately.

Yours Sincerely,

$\mathcal{L}_{\mathcal{L}}$

$\overline{\phantom{a}}$

Dion Silvy Senior Adviser (Issuers), Adelaide

Direct Line: (08) 8216 5034

17 February 2009

Mr Dion Silvy. Senior Adviser (Issuers), Adelaide ASX Markets Supervision Pty Ltd 91 King William St Adelaide, SA 5000

APPENDIX 3Y / 3Z - CHANGE OF DIRECTOR'S INTEREST NOTICES & FINAL DIRECTOR'S INTEREST NOTICE

Dear Sir.

In response to your correspondence of 16 February 2009 concerning the late lodgement of Director's Interest Notices for Gregory Boulton, Stephen Biggins and Michael Billing, and a Final Director's Interest Notice for Michael McDonald, I offer the following :

1. Please explain why the Appendices were lodged late.

The late lodgement is due to an oversight as the company secretary was required to be overseas on a pre-existing travel commitment and unfortunately the obligation to lodge the required forms was overlooked. This oversight was addressed as soon as practical on return to Australia.

1. What arrangements does the Company have in place with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?

The Company has recognized the increased workload surrounding reporting and corporate governance. As a result it is in the process of appointing a new company secretary whose immediate priority will be to ensure that internal procedures and processes are put in place to make certain all listing rule requirements are met when required so that the issues you have raised with not reoccur in the future.

1. If the current arrangements are inadequate or not being enforced, what additional steps does the Company intend to take to ensure compliance with listing rule 3.19B?

With the implementation of the review to be conducted as mentioned in point 2 the Company is confident that internal procedures will be strengthened to ensure that the current issues that you have raised will be addressed.

Yours Sincerely,

Mick Billing Company Secretary Southern Gold Limited

Southern Gold Limited ABN 30 107 424 519

No. 2148|