IONDRIVE LIMITED — Major Shareholding Notification 2007

Oct 8, 2007

PO Box 1573 Coorparoo Q 4151

977 Stanley Street East East Brisbane Q 4169

$P: +61(0)730024900$ F: $+61(0)730024901$ E. info@talbotgh.com.au

Facsimile

$\overline{\mathsf{Toc}}$	ASX	Fax Number: 1900 999 279
Attention:
From:	Milva Tennant
Date:	09 October 2007	No. of pages (inc header)
		6

Form 604 - Southern Gold Limited Subject:

Regards,

Milva Tennant Financial Accountant

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To_Company Name/Scheme	Southern Gold Limited
ACN/ARSN	107 424 519
1. Details of substantial holder (1)
Name	Talbot Group Holdings Pty Ltd
ACN/ARSN (if applicable)	649 275 746
There was a change in the interests of the substantial holder on		Ath October 2007
The previous notice was given to the company on		$13^{\text{th}}$ March 2007
The previous notice was dated		$13^{\text{th}}$ March 2007

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4) ---	------- Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinarv ----	6,143,000	8.93%	14,016,000	17.70%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given In relation to change (7)	Class and number of securities affected	Person's votes affected
ցա October 2007	Talbot Group Holdings Pty Ltd	Issue of ordinary shares on placement at 30 cents	\$375,000.00	1,250,000 Ordinary shares	1,250,000
8 th October 2007	Talbot Group Holdings Pty Ltd	Talbot Group Holdings Pty Ltd (and its associates) became an associate of CITIC Australia Pty Ltd by virtue of the attached Memorandum of Understanding dated $2^{nd}$ October 2007 (refer Annexure A)	N/A	6,473,000 Ordinary shares	6,473,000

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities -----	Person's votes --
ANNEXURE A REFER

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with. the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association	----------------------	_______
	ANNEXURE REFER

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
		REFER ANNEXURE A
Signature
print name	Denis Wood /	capacity	Director

V-LEZU sign here date 8^th October 2007 DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form,
• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(6)$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) $(a)$ applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• $(b)$ any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired $(7)$ has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write $(8)$ "unknown".
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice, (9)

Annexure A

This is Annexure A of 1 page referred to in Form 604 Notice of change of interests of substantial holder by Talbot Group Holdings Pty Ltd

	4. Present relevant interests;	5. &	Changes in association
Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder	Nature of relevant interest	Class and number of securities (all ordinary shares)	Person's votes
		Talbot Group Holdings Pty Ltd ("TGH") & its associates : #
Holder	Holder	Holder	Holder	6,623,000	6,623,000
Holder	Amanda Talbot	Amanda Talbot	Family member of Kenneth Talbot, director of TGH	80,000	80,000
Holder	Alexandra Talbot	Alexandra Talbot	Ditto	40,000	40,000
Holder	Claudia Talbot	Liam Talbot	Ditto	40,000	40,000
Holder	Liam Talbot	Courtney Talbot	Ditto	40,000	40,000
Holder	Courtney Talbot	Liam Talbot	Ditto	40,000	40,000
Holder	Mr Denis Wood & Mrs Anne Wood <the woodInvestment A/C>	Mr Denis Wood & Mrs Anne Wood <the woodInvestment A/C>	Director of TGH	600,000	600,000
Holder	Donald Ian Nissen	Donald Ian Nissen	Director of TGH	80,000	80,000
	CITIC Australia Pty Ltd:
Holder	CITIC Australia Pty Ltd $H$ $T1$ , $H_{\text{max}}$ $T$ $T$ $T$ $T$ $T$ $T$ $T$ $T$ $T$ $T$	CITIC Australia Pty Ltd	#	6,473,000 a factor of the form of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the	6,473,000 CALL

Talbot Group Holdings Pty Ltd (and its associates) became an associate of CITIC Australia Pty Ltd by virtue of the attached Memorandum of Understanding dated $2^nd$ October 2007.

Addresses 6.
Name	Address
CITIC Australia Pty Ltd	Level 7, 99 King Street, Melbourne, VIC 3000
Talbot Group Holdings Pty Ltd	PO Box 1573, Coorparoo QLD 4151
Amanda Talbot	PO Box 1573, Coorparoo QLD 4151
Alexandra Talbot	PO Box 1573, Coorparoo QLD 4151
Claudia Talbot	PO Box 1573, Coorparoo QLD 4151
Liam Talbot	PO Box 1573, Coorparoo QLD 4151
Courtney Talbot	PO Box 1573, Coorparoo QLD 4151
Donald Nissen	13/28 Amazons Place, Jindalee QLD 4074
Mr D & Mrs. A Wood	9 Marram Court, Cleveland QLD 4163

Denis Wood (Director) Talbot Group Holdings Pty Ltd

Dated: 8^th October 2007

Memorandum of Understanding

Between

TALBOT GROUP HOLDINGS PTY LTD ("TGH") as trustee for the Talbot Equities Trust of 977 Stanley Street East, East Brisbane 4169

AND

CITIC AUSTRALIA PTY LTD ("CITIC") of 99 King Street, Melbourne 3000

THE PURPOSE OF THIS MEMORANDUM OF UNDERSTANDING is to record the key terms of the principle agreement reached between TGH and CITIC in relation to the investments in Southern Gold Limited ("SAU"). Signing of this Memorandum of Understanding will represent an undertaking by the parties to act in good faith and in a manner contemplated by this understanding.

The key terms are as follows:

• 1) Co-operation with investment in SAU: The parties agree to discuss from time to time issues concerning the conduct of SAU's affairs including but not limited to voting at any general meeting of SAU.
• 2) No Joint and Several: Investments in SAU by each of TGH and CITIC are separate and independent investments by each of those parties and are not held jointly and severally.
• 3) No Partnership: Nothing in this Memorandum of Understanding is deemed to create or constitute a partnership between the parties under the partnership laws of Australia or any of its states and territories and expect as expressly provided in this Memorandum of Understanding no party shall act, not does any party have express or implied authority to act for or any way bind or commit another party to any obligation.
• 4) No Responsibility for Tax: No party is responsible for any other's party's obligations under the income tax laws of Australia, or of any other applicable jurisdiction.
• 5) No Legal Effect: This Memorandum of Understanding does not constitute a commitment or legally binding obligation between the parties.

Executed as a Memorandum of Understanding Agreement on 2 Ocotber 2007.

Signed for and on behalf of Talbot Group Holdings Pty Ltd as trustee for the Talbot Equities Trust by its duly authorised representative in the presence of:

Signature of Denis Wood

$W$ 00 $D$ ${\cal D}$ ENIS

Name of authorised representative

$\cdots$

(please print)

Signed for and on behalf of CITIC Australia Pty Ltd by its duly authorised representative in the presence of:

Signature of Chen Zeng

$25N$ G ( HE

Name of authorised representative (please print)