IONDRIVE LIMITED — Share Issue/Capital Change 2007

Apr 22, 2007

Appendix 3B - Adjustment

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 177/96. 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. IN CLARIFYING THE ADVICE OF 4TH APRIL 2007 WHERE A NUMBER OF OPTIONS EXERCISED WERE COUNTED TWICE IN ERROR

Part 1 - All issues

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

$\mathbf{1}$

• $\overline{z}$ Number of *securities issued or to be issued (if known) or maximum number which may be issued
• $\overline{3}$ 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)

1,902,095

$N/A$

⁺ 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 rank equally, other than in relation to the next dividend, distribution or interest payment	ORDINARY SHARES		SHARES RANK EQUALLY WITH ALL
5.	Issue price or consideration			\$0.20
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)			EXERCISE OF OPTIONS $^{+}$ CANCELLATION OF EXPIRED OPTIONS NOT EXERCISED
7.	Dates of entering *securities into uncertificated holdings or despatch of certificates			4 APRIL 2007
		Number		+ Class
8	Number $+$ class and of all *securities quoted on ASX. (including the securities in clause 2 if applicable)	63,207,134 1.		paid Fully ordinary shares
		Number	+ Class
9	Number *class οf and all	10,595,440		Escrowed fully paid ordinary shares
	*securities not quoted on ASX			4,588,900 OP-1 Unlisted Options expiring
	(including the securities in clause 2 if applicable)	50,000	31.12.07 30.06.08	OP-3 Unlisted Options expiring
		1,720,000	expiring 30.06.10	OP-7 Unlisted 35 cent Options
		75,000	30.06.08	OP-8 Unlisted Options expiring
		500,000	expiring 7.2.12	OP-9 Unlisted 50 cent Options
		1,000,000	expiring 27.11.11	OP-010 Unlisted 50 cent Options
		400,000		OP-011 Unlisted 49 cent Options
		250,000	expiring 7.2.12 expiring 7.12.11	EOP Unlisted 31.5 cent Options

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

Part 2 - Bonus issue or pro rata issue

• $11$ security holder approval N/A $\mathbf{I}\mathbf{s}$ required?
• 12 Is the issue renounceable or non renounceable?
• 13 Ratio in which the *securities wil be offered
• $14$ ⁺Class of ⁺securities to which the offer relates
• 15 *Record date $\mathbf{t}$ determin entitlements
• 16 Will holdings on different register (or subregisters) be aggregated fo calculating entitlements?
• 17 Policy for deciding entitlements in relation to fractions
• 18 Names of countries in which the entity has *security holders who will not be sent new issue documents

Note: Security holders must be told how the entitlements are to be dealt with. Cross reference: rule 7.7.

• 19 Closing date for receipt o acceptances or renunciations
• Names of any underwriters 20
• $21$ Amount of any underwriting fee or $N/A$ commission
• 22 Names of any brokers to the issue

$\overline{N/A}$

23 Fee or commission payable to the $\overline{N/A}$ broker to the issue

ĺΆ

	$ N/A$
	$\parallel$ N/A
e	N/A
	$e \sqrt{NA}$
s ď	N/A
	$n \sqrt{NA}$
e	N/A
Ď è
ir
f [	$\overline{N/A}$
	$\big $ N/A

⁺ See chapter 19 for defined terms.

24	any handling fee Amount of brokers who lodge payable to 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
30	How do *security holders sell their entitlements in full through a broker?	N/A
31	How do + security holders sell part of their entitlements through a broker and accept for the balance?	N/A
32	How do *security holders dispose of their entitlements (except by sale through a broker)?	N/A
33.	+ Despatch date	N/A

Part 3 - Quotation of securities

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

34 Type of securities $(ick one)$

Securities described in Part 1 $(a)$ $\checkmark$

$(b)$

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 conve

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)

38	Number of securities for which + quotation is sought	N/A
39.	Class of *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 extent to which they the participate for the next dividend, (in the case of a	N/A
	trust. distribution) or interest payment the extent to which they do not ٠ rank equally, other than in relation to the next dividend, distribution or interest payment

⁺ See chapter 19 for defined terms.

41 Reason for request for quotation $N/A$ now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and *class of all *securities quoted on ASX (including the securities in clause 38)

Number	*Class

(now go to $43$ )

All entities

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 $\mathbf{1}$ quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the "securities to be quoted complies with the law and is not for ٠ an illegal purpose.
• There is no reason why those *securities should not be granted *quotation. $\bullet$
• 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.
• $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any 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 $\angle$ ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

ستصر

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

Date: 22 APRIL 2007

Print name: MR Billing

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$\div$ See chapter 19 for defined terms.