SOUTHERN HEMISPHERE MINING LIMITED

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ASX: SUH TSX-V: SH

Australian Office: Southern Hemisphere Mining Limited PO Box 598 T: +61 8 9481 2122 West Pert F: +61 8 9481 2322 WA 6872 www.shmining.com.au

Chilean Office: Minera Hemisferio Sur SCM Unit 1103 Roger de Flor 2907 Los Condes, Santiago

2 February 2011 Australian Securities Exchange Level 8 Exchange Plaza 2 The Esplanade PERTH WA 6000 Dear Sir/Madam

Final Short Form Prospectus

For disclosure purposes, please refer below for the Final Short Form Prospectus issued in Canada by the Company. The Final Short Form Prospectus is issued in respect of the Canadian portion of the recent capital raising.

The Final Short Form Prospectus is provided for information purposes only for investors outside of Canada.

Yours faithfully

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Derek Hall Company Secretary

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell these securities. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws. Accordingly, the securities offered hereby may not be offered, or sold within the United States of America or its territories or possessions or to “U.S. persons”, as defined in Regulation S under the U.S. Securities Act, (“U.S. Persons”) except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or under exemptions from those laws. This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within the United States or to U.S. Persons. See “Plan of Distribution.”

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Company Secretary of Southern Hemisphere Mining Limited at Suite 7, 1200 Hay Street, West Perth, Western Australia, 6005, Australia, (phone: 61 8 9481 2122), and are also available electronically at sedar.com.

SHORT FORM PROSPECTUS

New Issue

January 26, 2011

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CDN$6,000,036

14,285,800 Common Shares to be issued upon conversion of 14,285,800 previously issued Subscription Receipts

This short form prospectus is being filed to qualify the distribution (the “Offering”) of 14,285,800 common shares (the “Common Shares”) of Southern Hemisphere Mining Limited (“Southern Hemisphere” or the “Corporation”) issuable for no additional consideration on the conversion of 14,285,800 subscription receipts (the “Subscription Receipts”) of the Corporation issued on November 12, 2010 pursuant to a subscription receipt indenture dated as of November 12, 2010 and amended as of January 10, 2011 (the “Subscription Receipt Indenture”) among the Corporation, Dundee Securities Corporation (the “Agent”) and Computershare Trust Company of Canada (the “Subscription Receipt Agent”). The Subscription Receipts were issued at a price of CDN$0.42 per Subscription Receipt (the “Offering Price”) by way of private placement (the “Offering”) pursuant to an agency agreement dated November 12, 2010 (the “Agency Agreement”) between the Corporation and the Agent for aggregate gross proceeds of CDN$6,000,036. The Offering Price was determined by negotiation between the Corporation and the Agent.

The outstanding Common Shares of the Corporation are listed on the TSX Venture Exchange (the “TSXV”) under the symbol “SH” and the Australian Securities Exchange (the “ASX”) under the symbol “SUH”. On January 25, 2011, the last trading day on the TSXV before the filing of this short form prospectus, the closing price of the Common Shares on the TSXV was Cdn$0.42. On January 25, 2011, the last trading day on the ASX before the filing of this short form prospectus, the closing price of the Common Shares on the ASX was A$0.52.

On November 17, 2010, the TSXV approved the listing of the Common Shares to be issued on conversion of the Subscription Receipts. Listing is subject to the Corporation fulfilling all of the customary requirements imposed by the TSXV. In accordance with the listing rules of the ASX, the Corporation will also apply for official quotation of the Common Shares issuable upon conversion of the Subscription Receipts on the ASX.

Per Subscription Receipt ............................................................................. Total Offering.............................................................................................. ____	Price to the Public	Agent’s Commission(1)	Net Proceeds to the Corporation(2)
	CDN$0.42 CDN$6,000,036	$0.021 $300,001.80	$0.399 $5,700,034.20

(1) In consideration for the services rendered by the Agent in connection with the Offering, the Corporation has agreed to pay the Agent a fee of $300,001.80, representing 5% of the gross proceeds of the Offering (the “Agent’s Commission”). See “Plan of Distribution”.

(2) After deducting the Agent’s Commission, but before deducting expenses of the Offering which are estimated to be $200,000 and which will be paid from the proceeds of the Offering.

The Subscription Receipts are not available for purchase pursuant to this short form prospectus and no additional funds are to be received by the Corporation from the distribution of the Common Shares issuable upon conversion of the Subscription Receipts.

On the closing of the Offering, the gross proceeds of the Offering, less an amount equal to the Agent’s Commission (together with any interest earned thereon, the “Escrowed Funds”) were deposited with the Subscription Receipt Agent, pending satisfaction of the Release Conditions.

The Subscription Receipts were sold directly to subscribers through the Agent pursuant to exemptions from the prospectus requirements of the relevant Canadian jurisdictions and are governed by the Subscription Receipt Indenture.

The Subscription Receipts will be automatically converted on behalf of holders without any required action or payment of additional consideration by the holders on the later of (a) the date of approval of shareholders of the Corporation of the Offering (shareholder approval was obtained by the Corporation on November 25, 2010), (b) the date that is five business days from the date issuance of a receipt for a final short form prospectus to qualify, in each of the provinces of British Columbia and Ontario (the “Offering Jurisdictions”), the distribution of Common Shares to be issued upon conversion of the Subscription Receipts, and (c) the delivery by the Corporation to the Subscription Receipt Agent of an escrow release notice.

Provided that the Corporation receives a receipt for a final short form prospectus to qualify, in each of the Offering Jurisdictions, the distribution of Common Shares to be issued upon conversion of the Subscription Receipts and the Corporation delivers an escrow release notice to the Subscription Receipt Agent (the “Release Conditions”) prior to 4:30 p.m. (Vancouver time) on January 31, 2011 (the “Release Deadline”), the Escrowed Funds, together will all interest earned thereon, will be released to the Corporation. In the event that the Release Conditions are not satisfied by the Release Deadline, then the Escrow Funds together with accrued interest earned thereon will be returned to the holders of the Subscription Receipts and the Subscription Receipts will be cancelled. The Corporation shall be responsible and liable to such holders for any shortfall between that amount and the Escrowed Funds.

Certain legal matters relating to the Offering will be passed upon by Salley Bowes Harwardt Law Corp. on behalf of the Corporation and Heenan Blaikie LLP on behalf of the Agent.

An investment in the Common Shares should be considered speculative due to the nature of the Corporation’s business. The risk factors outlined or incorporated by reference in this short form prospectus should be carefully reviewed and considered by prospective purchasers in connection with an investment in the Common Shares. See “ Risk Factors ”.

The Corporation’s head office is located at Suite 7, 1200 Hay Street, West Perth, Western Australia, 6005, Australia. The Corporation’s registered office and address for service is care of the Corporation’s solicitors, Salley Bowes Harwardt Law Corp., Suite 1750 – 1185 West Georgia Street, Vancouver, British Columbia, Canada V6E 4E6.

Despite being organized under the laws of British Columbia, a majority of the directors and officers of the Corporation reside outside of Canada. Although the directors and officers that signed this short form prospectus have appointed Salley Bowes Harwardt Law Corp., Suite 1750 – 1185 West Georgia Street, Vancouver, British Columbia, Canada V6E 4E6 as its agent for service of process in Canada it may not be possible for investors to enforce judgments obtained in Canada against the Corporation or any of its directors or officers residing outside of Canada.

GENERAL MATTERS ...................................................................................................................................................................... 4 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION............................................................ 4 CURRENCY PRESENTATION........................................................................................................................................................ 4 DOCUMENTS INCORPORATED BY REFERENCE...................................................................................................................... 5 ELIGIBILITY FOR INVESTMENT.................................................................................................................................................. 6 THE CORPORATION ....................................................................................................................................................................... 6 BUSINESS OF THE CORPORATION.............................................................................................................................................. 13 RECENT DEVELOPMENTS ............................................................................................................................................................ 14 CONSOLIDATED CAPITALIZATION............................................................................................................................................ 14 USE OF PROCEEDS ......................................................................................................................................................................... 15 PLAN OF DISTRIBUTION............................................................................................................................................................... 16 DESCRIPTION OF SECURITIES DISTRIBUTED.......................................................................................................................... 17 RISK FACTORS ................................................................................................................................................................................ 18 PRIOR SALES ................................................................................................................................................................................... 18 TRADING PRICE AND VOLUME................................................................................................................................................... 18 INTEREST OF EXPERTS ................................................................................................................................................................. 19 AUDITORS, TRANSFER AGENT AND REGISTRAR................................................................................................................... 19 PURCHASERS’ STATUTORY RIGHTS ......................................................................................................................................... 19 AUDITORS’ CONSENT.................................................................................................................................................................... 21 CERTIFICATE OF THE CORPORATION....................................................................................................................................... 22 CERTIFICATE OF THE AGENT...................................................................................................................................................... 23

GENERAL MATTERS

In this short form prospectus, unless otherwise indicated or the context otherwise requires, the terms “Southern Hemisphere”, the “Corporation”, “we”, “us”, and “our” are used to refer to Southern Hemisphere Mining Limited. Capitalized terms used in this short form prospectus that are not otherwise defined shall have the meanings ascribed to such terms in the Corporation’s annual information form for the year ended June 30, 2010 which is incorporated by reference herein.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This short form prospectus (including the documents incorporated by reference herein) contains “forward-looking information” which may include, but is not limited to, statements with respect to future financial or operating performance of Southern Hemisphere, its subsidiaries and their respective projects, the future price of minerals, the estimation of mineral resources, the timing and amount of estimated future production, costs of production, capital, operating and exploration expenditures, costs and timing of the development of new deposits, costs and timing of future exploration, requirements for additional capital, currency exchange rates, government regulation of mining operations, environmental risks, reclamation and rehabilitation expenses, title disputes or claims, limitations of insurance coverage and regulatory matters. Often, but not always, forward-looking information statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes”, or variations (including negative variations of such words and phrases), or state that certain actions, events or results “may”, “could”, “would”, “might”, or “will be taken”, “occur” or “be achieved”.

In making the forward looking statements in this short form prospectus, the Corporation has applied certain factors and assumptions that it believes are reasonable, including that there is no material deterioration in general business and economic conditions; that the supply and demand for, deliveries of, and the level and volatility of prices of metals and minerals develop as expected; that the Corporation receives any regulatory and governmental approvals for its projects on a timely basis; that the Corporation is able to obtain financing on reasonable terms; that the Corporation is able to procure equipment and supplies in sufficient quantities and on a timely basis; that engineering and exploration timetables and capital costs for the Corporation’s exploration plans are not incorrectly estimated or affected by unforeseen circumstances and that any environmental and other proceedings or disputes are satisfactorily resolved.

However, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Southern Hemisphere and/or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, those factors discussed or referred to in the section entitled “Risk Factors” in this short form prospectus and in the annual information form of the Corporation incorporated by reference herein. Although Southern Hemisphere has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained or incorporated by reference herein are made as of the date of this short form prospectus or the date of the document incorporated by reference herein based on the opinions and estimates of management at that time. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Corporation does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.

You should rely only on the information contained or incorporated by reference in this short form prospectus. Neither Southern Hemisphere nor the Agent has authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither Southern Hemisphere nor the Agent is making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information in this document may only be accurate as of the date on the front cover of this short form prospectus.

CURRENCY PRESENTATION

All dollar amounts set forth in this short form prospectus are expressed in Canadian dollars and referred to as “$” unless otherwise specifically indicated.

On January 25, 2011, the noon exchange rate for Australian dollars in terms of the Canadian dollar, as quoted by the Bank of Canada, was CDN$1=A$1.01 or A$1=CDN$0.990.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this short form prospectus from documents filed with the various securities commissions or similar regulatory authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Company Secretary of the Corporation at Suite 7, 1200 Hay Street, West Perth, Western Australia, 6005, Australia, (phone: 61 8 9481 2122), and are also available electronically at sedar.com. Information contained or featured on the Corporation’s website shall not be deemed to be part of this short form prospectus.

The following documents, filed by the Corporation with the various securities commissions or similar regulatory authorities in the provinces of British Columbia and Ontario, are specifically incorporated by reference into, and form an integral part of, this short form prospectus:

(a) the annual information form of the Corporation dated September 28, 2010 for the financial year ended June 30, 2010 (the “AIF”);
(b) the audited consolidated financial statements of the Corporation for the fiscal year ended June 30, 2010, together with the auditor’s report thereon and notes thereto, and the management’s discussion and analysis relating thereto;
(c) the amended and restated unaudited interim consolidated financial statements of the Corporation for the period ended September 30, 2010, together with the notes thereto, and the management’s discussion and analysis relating thereto;
(d) the management information circular of the Corporation dated October 29, 2010 prepared in connection with the annual and special general meeting of shareholders of the Corporation held on November 25, 2010;
(e) the technical report dated October 14, 2010 entitled “Los Pumas Manganese Project, Chile” prepared for the Corporation by Coffey Mining Pty Ltd. relating to the updated resource calculation for the Los Pumas project located in Chile (the “October 2010 Technical Report”);
(f) the technical report dated December 20, 2010 entitled “Los Pumas Project, Chile” prepared for the Corporation by Coffey Mining Pty Ltd. relating to the preliminary assessment for the Los Pumas project located in Chile (the “December 2010 Technical Report”);
(g) the material change report of the Corporation dated October 15, 2010 relating to the results for the Corporation’s Los Pumas project located in Chile;
(h) the material change report of the Corporation dated November 17, 2010 relating to the clarification of the disclosure in the October 15, 2010 news release regarding the results for the Corporation’s Los Pumas project located in Chile; and
(i) the material change report of the Corporation dated December 2, 2010 relating to the clarification of the disclosure in the October 15, 2010 news release regarding the results for the Corporation’s Los Pumas project located in Chile.

A reference herein to this short form prospectus also means any and all documents incorporated by reference in this short form prospectus. Any document of the type referred to above (excluding confidential material change reports), any business acquisition reports, the content of any news release disclosing financial information for a period more recent than the period for which financial statements are required and certain other disclosure documents as set forth in Item 11.1 of Form 44-101F1 of National Instrument 44-101 of the Canadian Securities Administrators filed by the Corporation with the securities commissions or similar regulatory authorities in Canada after the date of this short form prospectus and prior to the termination of the distribution shall be deemed to be incorporated by reference in this short form prospectus.

Any statement contained in this short form prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this short form prospectus, to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not constitute a part of this short form prospectus, except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it

modifies or supersedes. The making of such a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

ELIGIBILITY FOR INVESTMENT

In the opinion of Salley Bowes Harwardt Law Corp., counsel to the Corporation, and Heenan Blaikie LLP, counsel to the Agent, provided that the Common Shares are listed on a designated stock exchange as defined in the Income Tax Act (Canada) (the “Tax Act”) (which currently includes the TSXV and the ASX) at the relevant time, the Common Shares issuable on conversion of the Subscription Receipts, if issued on the date hereof, would be qualified investments for trusts governed by registered retirement savings plans, registered education savings plans, registered retirement income funds, deferred profit sharing plans, registered disability savings plans and tax-free savings accounts (a “TFSA”), under the Tax Act.

The Common Shares, if issued on the date hereof, will not be a “prohibited investment” for a trust governed by a TFSA provided, for purposes of the Tax Act, the holder of the TFSA deals at arm’s length with the Corporation and does not have a “significant interest” (within the meaning of the Tax Act) in the Corporation or in any corporation, partnership or trust with which the Corporation does not deal at arm’s length.

Notwithstanding the foregoing, if the Common Shares are a “prohibited investment” for the purposes of a TFSA, or if an “advantage” (as defined in the Tax Act for purposes of the TFSA rules) in relation to a TFSA is extended to the holder or a person who does not deal at arm’s length with the holder, the holder of such TFSA will be subject to penalty taxes as set out in the Tax Act and, based on proposed amendments to the Tax Act, other tax consequences may result.

Prospective investors who intend to hold the Common Shares issuable upon the automatic conversion of the Subscription Receipts in their TFSAs should consult their own tax advisors regarding their particular circumstances.

THE CORPORATION

Southern Hemisphere Mining Limited (“Southern Hemisphere” or the “Corporation”) was incorporated pursuant to the provisions of the Business Corporations Act (British Columbia) on December 23, 2005 and its common shares were listed on the TSXV on November 2, 2006 trading as Youandi Capital Corp. (“YCC”). In December 2007, YCC acquired all the shares in an Australian proprietary limited company; Southern Hemisphere Mining (Aust) Pty Ltd. (“SHMPL”). SHMPL was formed December 13, 2005 in Western Australia, Australia. Prior to the acquisition of the SHMPL shares, YCC was classified as a Capital Pool Company as defined in the TSXV Policy 2.4 and, accordingly, had no assets other than cash and no commercial operations. The acquisition was accounted for as a reverse takeover. YCC subsequently changed its name to Southern Hemisphere Mining Limited on December 17, 2007.

The registered office of the Corporation is located at Suite 1750, 1185 West Georgia Street, Vancouver, British Columbia, Canada V6E 4E6. Operations are managed from the Corporation’s office located at Suite 7, 1200 Hay Street, West Perth, Western Australia, 6005, Australia. The Corporation also maintains an office in Santiago, Chile.

The Corporation has seven subsidiary companies. Three of these: namely SHMPL, Pan American Mining Pty Ltd and South American Mining Pty Ltd are wholly owned Australian domiciled subsidiaries. These companies in turn own four Chilean domiciled subsidiaries: Minera Hemisferio Sur SCM, Sociedad Servicios e Inversiones Futuro Ltda, Minera America del Sur SCM and Minera Panamericana SCM. Each Chilean subsidiary is effectively wholly owned by the Corporation. One share in each of the Chilean subsidiaries is held by the Corporation’s legal counsel in Chile or a Corporation representative as per local legal requirements.

Other than as discussed below, the business of the Corporation and details about the mineral properties are disclosed in the AIF which is incorporated by reference into this short form prospectus.

The diagram below shows the intercorporate relationships among the Corporation and its subsidiaries as well as the respective mineral property holdings:

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Executive Compensation (supplemental disclosure)

The following consists of additional executive compensation disclosure for the Corporation to supplement the information contained in its management information circular dated October 29, 2010 (the “Circular”) prepared in connection with the annual meeting of shareholders of the Corporation held on November 25, 2010, including specifically information with respect to Total Compensation and Other Compensation, which was not disclosed in the Circular, correcting and clarifying the Corporation’s disclosure regarding the use of benchmarking to determine salaries of executive officers, and including a discussion of how the trend in the performance graph compares to the trend in the Corporation’s compensation of executive officers.

The compensation paid to directors of the Corporation is determined on a case-by-case basis with reference to the role that each director provides to the Corporation. Directors may receive cash bonuses and, in addition, are entitled to participate in the Corporation’s stock option plan, which is designed to give each option holder an interest in preserving and maximizing shareholder value. Such grants are determined by an informal assessment of an individual’s current and expected future performance, level of responsibilities and the importance of his/her position and contribution to the Corporation.

The Corporation does not currently prescribe a set of formal objective measures to determine discretionary bonus entitlements. Rather, the Corporation uses informal goals typical for development and early production stage companies such as strategic

acquisitions, advancement of exploration and development, equity and debt financings and other transactions and developments that serve to increase the Corporation’s valuation. Precise goals or milestones are not pre-set by the board of directors of the Corporation.

The following disclosure corrects the disclosure of the Corporation in the Circular with respect to benchmarking practices. Contrary to the disclosure in the Circular, that base salaries for all employees of the Corporation are established for each position through comparative salary surveys of similar type and size companies, the Corporation does not engage in benchmarking practices.

Summary Compensation Table

The following table is provided with additional information with respect to Total Compensation and a discussion of the nature of “Other Compensation” is provided below:

			SHARE- BASED	OPTION- BASED	NON-EQUITYINCENTIVE PLANCOMPENSATION ($)	NON-EQUITYINCENTIVE PLANCOMPENSATION ($)	PENSION VALUE ($)	ALLOTHER COMPENSATION ($)
NAME AND PRINCIPAL POSITION(1), (2)					ANNUAL	LONG- TERM INCENTIVE PLANS			TOTAL COMPENSATION ($)
		SALARY	AWARDS	AWARDS(3)	INCENTIVE
	YEAR	($)	($)	($)	PLANS
Trevor Tennant Managing Director and CEO(1)	2010	$AUD 350,000	-	$AUD 477,325	-	-	-	$AUD 56,337	$AUD 883,662
	2009	$CAD 150,000	-	-	-	-	-	-	$CAD 150,000
	2008	$CAD 97,646	-	-	-	-	-	-	$CAD 97,646
John Sibenaler CFO(2)	2010	$AUD 150,000	-	$AUD 35,000	-	-	-	-	$AUD 185,662
	2009	-	-	-	-	-	-	-	-
James Pearson Executive Director(1)	2010	$AUD 250,000	-	$AUD 433,367	-	-	-	$AUD 50,720	$AUD 734,087
	2009	$CAD 75,000	-	-	-	-	-	-	$CAD 75,000
	2008	$CAD 75,000	-	-	-	-	-	-	$CAD 75,000

(1) The Corporation has entered into executive service agreements with Mr. Tennant and Mr. Pearson from January 5, 2010. Following the execution of these agreements, Mr. Tennant and Mr. Pearson are no longer paid a separate director's fee for serving on the Board.

(2) Mr. Sibenaler commenced in his role on January 11, 2010.

(3) The fair value of stock options granted is estimated during the last financial year using the Black-Scholes option pricing model (please refer to the June 30, 2010 financial statements for more information).

Other Compensation

The amounts listed as “All Other Compensation” in the above table for Mr. Tennant and Mr. Pearson respectively, represent director fees paid to each prior to the Corporation entering into executive service agreements with Mr. Tennant and Mr. Pearson.

Performance Graph

The following disclosure is a discussion comparing the trend shown by the graph verses executive officer compensation:

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The trend shows that the Corporation’s performance graph is consistent with the Corporation’s executive compensation as compensation increased significantly this year and so did shareholder value. Upon the listing of the Corporation on the ASX on January 5, 2010, IPO funds were used to acquire further interests in projects including additional licenses for the Los Pumas project. These events increased shareholder value during the current year and also required more full time executives.

Additionally, a significant portion of compensation paid to management and directors of the Corporation is paid via options, therefore the value of compensation is directly related to the stock performance of the Corporation.

Corporate Governance

General

The Board believes that good corporate governance improves corporate performance and benefits all shareholders. National Policy 58-201 - Corporate Governance Guidelines provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Corporation. In addition, National Instrument 58-101 - Disclosure of Corporate Governance Practices (“NI 58101”) prescribes certain disclosure by the Corporation of its corporate governance practices. This disclosure is presented below.

Board of Directors

The Board is comprised of six (6) directors, of whom each of Richard Billingsley, David Anthony Craig and Eduardo Valenzuela are independent for the purposes of NI 58-101. Trevor Tennant is not independent since he serves as Chief Executive Officer and Managing Director of the Corporation. James Pearson is not independent as he serves as the Corporation’s Executive Vice-President. Yang Xifu is not independent as he is a significant shareholder in the Corporation. Therefore a majority of the Board is not independent.

The Board believes that its current composition, in which only two of six directors are members of executive management, is sufficient to ensure that the Board can function independently of management. The Board facilitates its exercise of independent judgment in carrying out its responsibilities by deferring to recommendations made by the independent directors, particularly in circumstances where it may be considered that a conflict of interest may arise.

Certain of the directors are also directors of other reporting issuers, as follows:

Director	Other Reporting Issuer
Richard Billingsley	Glass Earth Gold Limited and Luiri Gold Limited
David Anthony Craig	Moly Mines Limited and Nomad Building Solutions
	Limited

The independent directors do not at this time hold separate meetings at which management is not in attendance. However, to facilitate open and candid discussion among its independent directors, and to facilitate the Board's exercise of independent judgment in carrying out its responsibilities, the Company's independent directors are encouraged to meet at any time they consider necessary without any members of management or non-independent directors being present.

The Corporation does not currently have an independent Chairman. The independent directors are provided with leadership through their ability to meet independently of management whenever deemed necessary and each member of the Board understands that he is entitled, at the cost of the Corporation, to seek the advice of an independent expert if he reasonably considers it is warranted under the circumstances.

The following table sets out the number of meetings held by the Board of Directors, independent directors and committees of the directors during the financial year ended June 30, 2010.

Summary of Board and Committee Meetings Held

Board of Directors 12 Audit and Risk Committee 1 Remuneration and Nomination Committee 1

Directors	Board	Audit	Compensation
	Meetings	Committee	Committee
		Meetings	Meetings
Trevor Tennant	12	-	-
James Pearson	11	-	-
Eduardo Valenzuela	10	1	1
Richard Billingsley	11	1	1
David Anthony Craig	8	1	1
Yang Xifu(1)	-	-	-

(1)Mr. Yang Xifu was appointed to the Board of Directors effective July 29, 2010

Board Mandate

The mandate of the Board is to:

Oversee the management and corporate governance of the Corporation including its strategic direction.
Adopt a strategic planning process, contribute to the development of, and approve a strategic plan that reflects the opportunities and risks of the Corporation’s business.
Monitor the Corporation’s organisational performance and the achievement of strategic goals and objectives.
Appoint, and, if necessary, remove senior management including the managing director and the Chief Financial Officer.
Assess the performance of senior management against the Corporation’s strategic plan, ensuring appropriate resources are available to senior management and that they are adequately experienced and trained.

Review and approve the Corporation’s business plans, annual budget and financial plans including major capital expenditure initiatives.
Approve and monitor the progress of major capital expenditure and other corporate projects including acquisitions and divestments.
Monitor and ensure compliance with legal and regulatory requirements and the Corporation’s Code of Conduct.
Monitor financial performance and reporting including approve the annual, half yearly and quarterly reports.
Review and approve the Corporation’s risk management systems and internal controls and ensure that reporting procedures are effective.
Delegate appropriate powers to executive directors and senior management to ensure the effective day-to-day management of the business.

Position Descriptions

The Board has developed formal position descriptions for the Managing Director, Chairman, the Chairman of each Board committee and the CEO.

Orientation and Continuing Education

New Board members receive a package of information on the Company, the responsibilities of a Board member and the Company’s corporate governance practices. Board meetings are sometimes held at the Corporation’s offices and, from time to time, are combined with presentations by the Corporation’s management to give the directors additional insight into the Corporation’s business. In addition, management of the Corporation makes itself available for discussion with all Board members.

The skills and knowledge of the Board of Directors as a whole is such that no formal continuing education process is currently deemed required. The Board is comprised of individuals with varying backgrounds, who have, both collectively and individually, extensive experience in running and managing public companies in the natural resource sector, and two directors are also directors of other resource companies. Board members are encouraged to communicate with management, auditors and technical consultants to keep themselves current with industry trends and developments and changes in legislation, with management’s assistance. The Company will pay the reasonable costs of attendance by directors at continuing education courses and seminars with respect to corporate governance, directors’ duties and obligations and similar matters. Board members have full access to the Company’s records.

Ethical Business Conduct

The Board has adopted a Code of Ethical Conduct (the "Code") that applies to all directors, officers and employees of the Corporation. The purpose of the Code is to, among other things, promote honest and ethical conduct and compliance with applicable governmental laws, rules and regulations. A copy of the Code is available for review at the Corporation’s website www.shmining.com.au . The Board accepts the responsibility of monitoring compliance with the Code. There was no material change report filed since the beginning of the most recently completed financial year with respect to any conduct of a director or executive officer that constitutes a departure from the Code.

The Board has found that the fiduciary duties placed on individual directors by the Corporation’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has a material interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation.

Nomination of Directors

In order to identify new candidates for nomination to the Board, the Board considers the advice of the Remuneration and Nomination Committee. The Remuneration and Nominating Committee is comprised of three (3) directors; Richard Billingsley, David Anthony Craig and Eduardo Valenzuela all of whom are independent for the purposes of NI 58-101.

The role of the Committee is to review and make recommendations to the Board in respect of the following nomination matters:

determining the appropriate size and composition of the Board.
developing criteria for the identification of suitable candidates for appointment to the Board.
the appointment and removal of directors.
the processes for evaluating the performance of the Board and key executives.
developing a succession plan for the Board.
ensuring there is an appropriate induction process in place for new directors and members of senior management and reviewing its effectiveness.

Compensation

The Remuneration and Nomination Committee recommends to the Board the compensation of the Corporation’s directors and officers which the Compensation Committee feels is suitable. The Remuneration and Nominating Committee is comprised of three (3) directors, Richard Billingsley, David Anthony Craig and Eduardo Valenzuela all of whom are independent for the purposes of NI 58101.

The role of the Committee in relation to remuneration matters includes:

Determining remuneration policies and remuneration of directors.
Determining executive remuneration and incentive policies.
Determining and reviewing superannuation arrangements.
Determining recruitment, retention and termination policies for directors (including the managing director) and other senior management.
Determining the processes and criteria for evaluating the performance of the managing director and reviewing the managing director’s assessment of all other senior executive reporting directly to the managing director.
Determining the processes and criteria for the evaluation of the Board as a whole, committees of the Board and individual directors.
Reviewing succession plans for senior management.

Other Board Committees

The Board has no other committees, other than the Audit and Risk Committee and Remuneration and Nomination Committee.

Assessments

The Board has traditionally monitored, but not formally assessed, its performance or the performance of individual directors or committee members or their contributions. The Remuneration and Nomination Committee has, as part of its mandate, the responsibility for determining the processes and criteria for the evaluation of the Board and the managing director, on an annual basis.

Management Discussion & Analysis (supplemental disclosure)

On August 6, 2009, the Corporation issued 15,000,000 units at a price of $0.20 per unit for gross proceeds of $3,000,000. Each unit was comprised of one common share and a one-half share purchase warrant. Each whole warrant entitles the holder to purchase one common share at a price of $0.40 per share, exercisable for a period of two years. These funds were used for working capital in particular completing a reverse circulation drill program and a follow up diamond drill program. From this work an inferred resource was determined by an independent expert. The funds were also used for the acquisition of new tenements in Chile, specifically the exercise of the Kaiora option agreement to acquire additional licences in the Los Pumas project.

On December 30, 2009, the Corporation was admitted to the official list of the ASX. The listing was completed through the issuance of 32,000,000 common shares at AUD$0.25 per share, total net proceeds raised from the listing were $7,497,600. These funds were used for continued drilling on the Los Pumas project to progress new resource estimates and a feasibility study with respect to same.

The Corporation has developed an IFRS changeover plan which addresses key areas such as accounting policies, financial reporting, information systems, disclosure controls and procedures and other business activities. As part of this changeover plan, the Corporation is currently identifying differences in accounting policies on an ongoing basis as compared to choices that are in accordance with IFRS 1, First-time Adoption of International Financial Reporting Standards.

The Corporation has not yet finalized its determination of the potential impacts of the differences between GAAP and IFRS, which may or may not be material to the consolidated financial statements. The impact of adoption will be monitored on a continual basis, and the Corporation will disclose the impact of these differences in our future consolidated financial statements, as the Corporation finalizes its assessment.

CEO and CFO Certifications (supplemental disclosure)

The following clarifies the disclosure of the Corporation in the MD&A filed for the periods of June 30, 2010 and September 30, 2010 with respect to segregation of duties in the Corporation’s internal control over financial reporting. The Corporation advises that the limitation cited does not constitute a material weakness and is specifically addressed with compensating controls.

The Company’s CEO and CFO are responsible for establishing and maintaining the Corporation’s disclosure controls and procedures. Access to material information with respect to the Corporation is facilitated by the small size of the Corporation’s senior management team. The CEO and CFO, after evaluating the effectiveness of the Corporation’s disclosure controls and procedures as of June 30, 2010 and September 30, 2010 have concluded that the Corporation’s disclosure controls and procedures were adequate and effective to ensure that material information relating to the Corporation and its subsidiaries would have been known to them.

BUSINESS OF THE CORPORATION

The Corporation is a resource, exploration and mine development company focused on properties in Chile with the stated strategy of creating shareholder value through the discovery and exploitation of base metal deposits. The Corporation has previously identified Los Pumas, a manganese project located in northern Chile, as having potential for development. The Corporation also has 12 exploration targets, principally porphyry copper style targets, located northeast of the port city of Antofagasta; to the north and the south of the provincial capital of La Serena; and southeast of the regional city of Chillan which will be evaluated.

RECENT DEVELOPMENTS

The Offerings

The Corporation closed the Offering on November 12, 2010 and the Corporation issued 33,334,300 Common Shares at a price of A$0.42 per share pursuant to two tranches of the brokered private placement on November 3, 2010 and November 25, 2010, respectively (the “Australian Private Placement”).

Completion of the 43-101 Technical Reports

On October 14, 2010, the Corporation completed the technical report entitled “Los Pumas Manganese Project, Chile” relating to the updated resource calculation for the Los Pumas project located in Chile.

On December 20, 2010, the Corporation completed the technical report entitled “Los Pumas Project, Chile” relating to the preliminary assessment for the Los Pumas project located in Chile.

Changes to the Los Pumas Project Environmental Approval Process

The environmental approval process for the Los Pumas project will require additional time to complete.

On August 3, 2010, following the advice of the Corporation’s environmental consultants, the Corporation lodged an Environmental Impact Declaration with the Region XV Committee in Arica, Chile who made no challenges within the prescribed time period.

However, during January 2011 there have been successful challenges by indigenous communities in the Chilean Supreme Court, of other parties’ approved Environmental Impact Declarations, which resulted in the requirement for those parties to each lodge a more detailed Environmental Impact Statement that involves greater consultation between the regional authority and indigenous communities.

Considering the successful recent legal challenges, it would be prudent for the Corporation to withdraw its Environmental Impact Declaration and substitute it with an Environmental Impact Statement, which could not be challenged on similar grounds in the courts, thus avoiding possible time consuming legal actions.

Accordingly, the Corporation withdrew its Environmental Impact Declaration on January 25, 2011 and will lodge its Environmental Impact Statement with the Region XV Committee for their review and further consultations with the local community.

The Corporation is working closely with and has received assurance from the Region XV Authorities that they will provide every assistance to expedite their review of the Corporation’s Environment Impact Statement and further consultations with the local community, during which time the Corporation will finalise the Los Pumas feasibility study and continue with its copper/gold exploration program.

CONSOLIDATED CAPITALIZATION

As at June 30, 2010, there were 100,135,687 Common Shares, 10,885,000 warrants (including agent’s options issued pursuant to previous financings) and 9,689,913 options issued and outstanding. Each warrant and option is exercisable to acquire one Common Share at exercise prices ranging from $0.20 to $0.40 per share. There have been no material changes in the share and loan capital structure of the Corporation, on a consolidated basis, since the date of the recently filed audited consolidated financial statements of the Corporation for the fiscal year ended June 30, 2010, other than:

(a) the issuance of 33,334,300 Common Shares at a price of A$0.42 per share pursuant to the Australian Private Placement; and
(b) the issuance of 14,285,800 Subscription Receipts pursuant to the Offering.

On the conversion of the Subscription Receipts, there will be an aggregate of 151,224,121 Common Shares issued and outstanding, together with warrants and options exercisable for an aggregate of 16,939,913 additional Common Shares

USE OF PROCEEDS

The net proceeds to the Corporation from the Offering of the Subscription Receipts, after deducting the Agent’s Commission and the expenses of the Offering, are estimated to be approximately $5,500,000.

The net proceeds of the Offering, together with the proceeds of A$14,000,406 (approximately $13,860,000) from the Australian Private Placement, will be used by the Corporation for the following purposes:

Exploration programs on copper/gold projects: This includes mapping, geophysics, drilling, analysis, exploration staff salaries, consultants salaries, vehicle hire, travel, accommodation and tenement charges. The two year program envisages a total RC meters per year of 5,000 and total DDH meters per year of 4,000 $7,920,000

Further metallurgical testing, front end engineering design and securing key long lead items at the Los Pumas project, $3,960,000 Chile

Sampling, auger drilling, consultants, sinter test work, metallurgical studies at the Iron Sands project (“Chanco”), Chile Possible acquisition of additional iron sands concession General working capital TOTAL	$2,970,000 $990,000 $3,520,000 $19,360,000

The Corporation’s strategic plan is to explore and assess its copper / gold concessions, explore and continue with metallurgical testing of its Iron Sands project and if accretive in value for its shareholders, acquire a further iron sands property that it has knowledge of and to complete further metallurgical work, feasibility enhancement studies and front end engineering works on its advanced Los Pumas manganese project in the north of Chile. It is anticipated that the net proceeds of the Offering will allow the Corporation to accomplish the following objectives/events inherent to its strategic plan:

1. Conducting Copper / gold exploration

Exploration works on our extensive tenement holdings for gold and copper has commenced with a reverse circulation drill program at El Arrayan. The Corporation’s plans for total reverse circulation drill meters in calendar year 2011 of 1,850m at El Arrayan, 3,000m at Santa Gracia, 5,000m at Chitigua, 2,000m at Mantos Grandes, and 1,000m at Chackay. The program of drilling in 2012 will depend on the success of the 2011 drill programs but will focus on stepping out from success holes. On the basis that the 2011 results support further drilling in 2012, the total program will cost approximately $7,920,000.

2. Iron Sands exploration

Concentrate samples from the Chanco Iron Sands project have been sent to China for testing at a specialist steel producing works. After receiving these initial results the Corporation will plan drill programs and further metallurgical evaluation work. The Corporation expects to receive the results before the end of the first quarter of 2011. The Corporation’s intention is to come to a clear understanding of potential development options by the end of 2011. Sampling, analysis and drilling are estimated to cost $2,970,000.

3. Iron Sands acquisition

The Corporation is assessing possible future acquisitions of iron sands concessions separate from the Chanco Iron Sands project. Information on prospective sites is being gathered and, if an appropriate site is found, site visits will occur. This process, culminating in the site visits and final acquisition is expected to occur before the end of the second quarter of 2011 and is estimated to cost $990,000.

Los Pumas Feasibility Studies

Work has commenced on further metallurgical works aimed at scavenging further manganese units from floats and minus 5mm rejects by crushing down to 2mm and testing the recovery of Mn units from this finer sized feed. Front end engineering works and feasibility enhancement studies will continue until the end of the first quarter of 2011. A core program to gain further metallurgical samples is underway, results are expected by the end of the first quarter of 2011. This work relating to Los Pumas will cost approximately $3,960,000.

The Corporation’s actual use of the net proceeds may vary depending on the Corporation’s operating and capital needs from time to time and, as such, there may be circumstances where, for sound business reasons, a reallocation of the use of proceeds is necessary.

PLAN OF DISTRIBUTION

This short form prospectus is being filed to qualify the distribution of 14,285,800 Common Shares of the Corporation issuable for no additional consideration on the conversion of 14,285,800 the Subscription Receipts of the Corporation issued on November 12, 2010 pursuant to the Subscription Receipt Indenture. The Subscription Receipts were issued at a price of $0.42 per Subscription Receipt pursuant to the Offering pursuant to the Agency Agreement between the Corporation and the Agent for aggregate gross proceeds of $6,000,036. The Offering Price was determined by negotiation between the Corporation and the Agent.

On the closing of the Offering, the Escrowed Funds were deposited with the Subscription Receipt Agent, pending satisfaction of the Release Conditions.

The Subscription Receipts will be automatically converted on behalf of holders without any required action or payment of additional consideration by the holders on the later of (a) the date of approval of shareholders of the Corporation of the Offering (shareholder approval was obtained by the Corporation on November 25, 2010), (b) the date that is five business days from the date issuance of a receipt for a final short form prospectus to qualify, in each of the Offering Jurisdictions, the distribution of Common Shares to be issued upon conversion of the Subscription Receipts, and (c) the delivery by the Corporation to the Subscription Receipt Agent of an escrow release notice.

Provided the Corporation receives a receipt for a final short form prospectus to qualify, in each of the Offering Jurisdictions, the distribution of Common Shares to be issued upon conversion of the Subscription Receipts and the Corporation delivers an escrow release notice to the Subscription Receipt Agent prior to the Release Deadline, the Escrowed Funds, together will all interest earned thereon, will be released to the Corporation. In the event that the Release Conditions are not satisfied by the Release Deadline, then the Escrow Funds together with accrued interest earned thereon will be returned to the holders of the Subscription Receipts and the Subscription Receipts will be cancelled. The Corporation shall be responsible and liable to such holders for any shortfall between that amount and the Escrowed Funds.

The Corporation has paid to the Agent an Agent’s Commission of $0.021 per Subscription Receipt for their services in connection with the distribution of the Subscription Receipts offered by this short form prospectus.

The Subscription Receipts, and the Common Shares issuable upon conversion of the Subscription Receipts, that were offered and sold have not been and will not be registered under the U.S. Securities Act or any state securities laws, and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. Persons except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. This short form prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any Subscription Receipts in the United States or to, or for the account or benefit of, U.S. Persons.

The obligations of the Agent under the Agency Agreement may be terminated at their discretion upon the occurrence of certain stated events.

The Agency Agreement also provides that the Corporation will indemnify the Agent and its directors, partners, officers and employees against certain liabilities and expenses or will contribute to payments that the Agent may be required to make in respect thereof.

The Subscription Receipt Indenture provides that in the event of certain alterations of the Common Shares, including any subdivision, consolidation or reclassification, and in the event of any form of reorganization of the Corporation, including any amalgamation, merger or arrangement, an adjustment shall be made to the terms of the Subscription Receipts such that the holders shall, upon conversion of the Subscription Receipts following the occurrence of any of those events, be entitled to receive the same number and kind of securities that they would have been entitled to receive had they been permitted to convert their Subscription Receipts prior to the occurrence of those events. No fractional Common Shares will be issued upon the conversion of the Subscription Receipts. The holding of Subscription Receipts does not make the holder thereof a shareholder of the Corporation or entitle the holder to any right or interest in respect thereof except as expressly provided in the Indenture.

The outstanding Common Shares of the Corporation are listed on the TSXV under the symbol “SH” and the ASX under the symbol “SUH”. On November 17, 2010, the TSXV approved the listing of the Common Shares to be issued on conversion of the Subscription Receipts. Listing is subject to the Corporation fulfilling all of the customary requirements imposed by the TSXV. In accordance with the listing rules of the ASX, the Corporation will also apply for official quotation of the Common Shares issuable upon conversion of the Subscription Receipts on the ASX.

DESCRIPTION OF SECURITIES DISTRIBUTED

This short form prospectus qualifies the distribution of 14,285,800 Common Shares of the Corporation which will be issued without payment of additional consideration to holders of 14,285,800 previously issued Subscription Receipts of the Corporation upon the satisfaction of the Release Conditions. The Offering of Subscription Receipts was completed on November 12, 2010. For details regarding the Subscription Receipts, see “ Plan of Distribution ”.

The Corporation has granted to each holder of a Subscription Receipt a contractual right of rescission of the prospectus-exempt transaction under which the Subscription Receipt was initially acquired. The contractual right of rescission provides that if a holder of a Subscription Receipt who acquires another security of the Corporation on exercise of the Subscription Receipt as provided for in the short form prospectus is, or becomes, entitled under the securities legislation of a jurisdiction to the remedy of rescission because of the short form prospectus or an amendment to the short form prospectus containing a misrepresentation,

(a) the holder is entitled to rescission of both the holder’s exercise of its Subscription Receipt and the private placement transaction under which the Subscription Receipt was initially acquired,
(b) the holder is entitled in connection with the rescission to a full refund of all consideration paid to the Agent or Corporation, as the case may be, on the acquisition of the Subscription Receipt, and
(c) if the holder is a permitted assignee of the interest of the original Subscription Receipt subscriber, the holder is entitled to exercise the rights of rescission and refund as if the holder was the original subscriber.

Authorized and Issued Share Capital

The authorized share capital of the Corporation consists of an unlimited number of Common Shares without par value. As of the date of this short form prospectus, 136,938,321 Common Shares were issued and outstanding as fully paid and non-assessable shares.

Common Shares

The holders of the Common Shares are entitled to receive notice of and to attend and vote at all meetings of the shareholders of the Corporation and each Common Share shall confer the right to one vote in person or by proxy at all meetings of the shareholders of the Corporation. The holders of the Common Shares, subject to the prior rights, if any, of any other class of shares of the Corporation, are entitled to receive such dividends in any financial year as the board of directors of the Corporation may by resolution determine. In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, the holders of the Common Shares are entitled to receive, subject to the prior rights, if any, of the holders of any other class of shares of the Corporation, the remaining property and assets of the Corporation. The Common Shares do not carry any pre-emptive, subscription, redemption or conversion rights, nor do they contain any sinking or purchase fund provisions.

RISK FACTORS

An investment in the Subscription Receipts and the Common Shares should be considered highly speculative and investors may incur a loss on their investment and investors should carefully review and consider all of the information disclosed in this short form prospectus, including the documents incorporated by reference, and in particular, the risk factors set forth in the Corporation’s AIF, the December 2010 Technical Report and management discussion and analysis. Further, investors should consider the following additional risk factor relating to the Offering:

Failure to Satisfy Release Conditions

There can be no assurance that the Release Conditions will be satisfied by the Release Deadline. If the Release Conditions are not satisfied by the Release Deadline, the Subscription Receipt Agent must repay to holders of Subscription Receipts an amount equal to the Escrowed Funds thereof plus any interest earned on the Escrowed Funds. The Corporation is responsible and liable for any shortfall between the Escrowed Funds and the amount due to be paid to the holders of the Subscription Receipts. There can be no assurance that the Corporation will be able to fund such shortfall.

PRIOR SALES

The following table summarizes the details of Common Shares and securities convertible into Common Shares issued by the Corporation within the 12 months prior to the date of this short form prospectus.

Date Granted	Number of Securities	Security	Price per Security (CAD$)
December 2,2010	110,000	CommonShares	$0.20
November 25,2010	17,881,450	CommonShares	$0.42
November 15,2010	50,000	CommonShares	$0.20
November 12,2010	14,285,800	Subscription Receipts	$0.42
November8,2010	50,000	CommonShares	$0.20
November3,2010	15,452,850	CommonShares	$0.42
November 2,2010	375,000	CommonShares	$0.20
September 17, 2010	1,100,000 83,334	Common Shares CommonShares	$0.20 $0.30
August 24,2010	200,000	CommonShares	$0.20
August 19,2010	1,500,000	CommonShares	$0.20
March30,2010	150,000	CommonShares	$0.20
March 19,2010	100,000	CommonShares	$0.20
March 4,2010	100,000	CommonShares	$0.20
January27,2010	100,000	CommonShares	$0.20
December31,2009	5,200,000	StockOptions	A$0.30
December 22,2009	32,000,000	CommonShares	$0.24

TRADING PRICE AND VOLUME

The outstanding common shares of the Corporation are listed and posted for trading on the TSXV under the symbol “SH” and the ASX under the symbol “SUH”. The following sets out the price range and volumes traded or quoted on the TSXV on a monthly basis for each month for the 12-month period before the date of this short form prospectus.

Month	High (CAD$)	Low (CAD$)	Close (CAD$)	Volume
January 1 to 25, 2011	0.42	0.60	0.42	206,500
December 2010	0.50	0.43	0.45	179,000
November 2010	0.56	0.50	0.50	326,000
October 2010	0.50	0.50	0.50	144,500
September 2010	0.47	0.40	0.45	483,500
August 2010	0.40	0.35	0.40	187,200
July 2010	0.30	0.30	0.30	154,500
June 2010	0.42	0.40	0.40	1,600
May 2010	0.48	0.42	0.42	30,500
April 2010	0.36	0.30	0.36	52,500
March 2010	0.40	0.36	0.37	274,500
February 2010	0.54	0.34	0.40	403,900
January 2010	0.26	0.25	0.25	9,000
December 2009	0.35	0.32	0.32	13,000

INTEREST OF EXPERTS

Certain legal matters relating to the Offering will be passed upon by Salley Bowes Harwardt Law Corp., on behalf of the Corporation, and by Heenan Blaikie LLP, on behalf of the Agent. As at the date hereof, the partners and associates of Salley Bowes Harwardt Law Corp., as a group, own, directly or indirectly, no Common Shares of the Corporation and the partners and associates of Heenan Blaikie LLP, as a group, own, directly or indirectly, less that 1% of the Common Shares of the Corporation.

To the knowledge of the Corporation, Beau Nicholls, B.Sc.Geol. MAIG, Bernardo Viana, B.Sc. Geol. MAIG, and Nancy Guay, B.Sc. A (Processing), MAusIMM, the authors of the October 2010 Technical Report, own, directly or indirectly, no Common Shares of the Corporation at the time of the preparation of the October 2010 Technical Report.

To the knowledge of the Corporation, Ian Dreyer, BSc (Geol), AuslMM, Andrew Richards, B.Sc(Hons), MAusIMM, MAIG, Tony Frank Mason, Ph.D., C.Eng., F.I.M.M.M., Daniel Gauthier, Eng., Pierre Dubuc, Eng., Robin Jones, Eng., the authors of the December 2010 Technical Report, as a group, own, directly or indirectly, less that 1% of the Common Shares of the Corporation at the time of the preparation of the December 2010 Technical Report.

Except as disclosed above, no partner or associate, as applicable, of the aforementioned company and limited liability partnerships or persons indicated above are currently expected to be elected, appointed or employed as a director, officer or employee of the Corporation or any associate or affiliate of the Corporation.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditors of the Corporation are Deloitte Touche Tohmatsu, Perth, Western Australia, Australia.

The registrar and transfer agent of the Corporation is Computershare Trust Company of Canada, Vancouver, British Columbia, Canada.

PURCHASERS’ STATUTORY RIGHTS

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces of Canada, the securities legislation further provides a purchaser with remedies for rescission or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the

remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal adviser.

AUDITORS’ CONSENT

We have read the short form prospectus of Southern Hemisphere Mining Corporation (the “Corporation”) dated January 26, 2011 relating to the qualification for distribution of 14,285,800 Common Shares issuable on conversion of 14,285,800 previously issued Subscription Receipts of the Corporation. We have complied with Canadian generally accepted standards for an auditor’s involvement with offering documents.

We consent to the incorporation by reference in the above-mentioned short form prospectus of our report to the shareholders of the Corporation on the consolidated balance sheets of the Corporation as at June 30, 2010 and June 30, 2009 and the consolidated statements of operations and deficit, retained earnings, comprehensive income (loss) and cash flow for the years ended June 30, 2010 and June 30, 2009. Our report is dated September 28, 2010.

DELOITTE TOUCHE TOHMATSU Chartered Accountants Perth, Australia January 26, 2011

CERTIFICATE OF THE CORPORATION

Dated: January 26, 2011

This short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of British Columbia and Ontario.

By: (Signed) Trevor Tennant By: (Signed) Derek Hall President and Chief Executive Officer Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

By: (Signed) Richard Billingsley Director

By: (Signed) James Pearson Director

CERTIFICATE OF THE AGENT

Dated: January 26, 2011

To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of British Columbia and Ontario.

DUNDEE SECURITIES CORPORATION

By: (Signed) David G. Anderson Vice Chair, Investment Banking

AI assistant

SOUTHERN HEMISPHERE MINING LIMITED — Capital/Financing Update 2011

65877_rns_2011-02-02_af69c0b5-da04-44f5-a37b-83345ca9d09e.pdf

Final Short Form Prospectus