SOUTHERN HEMISPHERE MINING LIMITED — Director's Dealing 2015

Jul 6, 2015

ASX RELEASE JULY 7, 2015

Australian Securities Exchange Level 40, Central Park 152-158 St George's Terrace PERTH WA 6000

Dear Sir or Madam:

Change in Director’s Interest Notices and related Substantial Shareholder Notices

Please find attached Notices with respect to the Directors’ participation in the Rights Issue Offer (the “Offer”).

The Company has the right to place any or all of the Shortfall Shares from the Offer within three months of closing the Offer. The Directors’ participation in the Shortfall placement is subject to shareholder approval.

Shareholders may be eligible to participate in the Shortfall placement and shareholders can contact the Company to register their interest.

Yours faithfully, SOUTHERN HEMISPHERE MINING LIMITED

==> picture [112 x 42] intentionally omitted <==

Derek Hall Company Secretary

==> picture [102 x 92] intentionally omitted <==

ASX: SUH ABN: 17 140 494 784 www.shmining.com.au

AUSTRALIAN OFFICE Suite 7, 1200 Hay Street West Perth WA 6005 TEL: +61 8 9481 2122

CHILEAN OFFICE Minera Hemisferio Sur SCM Office 41, Zurich 255 Las Condes, Santiago TEL: +56 2 474 5071

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity SOUTHERN HEMISPHERE MINING LIMITED

ABN 17 140 494 784

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	TREVOR TENNANT
Date of last notice	19 March 2014

Part 1 - Change of director’s relevant interests in securities In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	The Trevor Tennant Superfund Skylife Nominees Pty Ltd Trevor Tennant Family Trust
Date of change	2 July 2015
No. of securities held prior to change	Trevor Tennant Ordinary shares – 2,632,170 Listed options – 263,217 Skylife Nominees Pty Ltd (Director related superannuation fund) Ordinary shares – 9,854,117 Listed options – 985,411 Trevor Tennant as Trustee for the Tennant Family Trust (Trustee) Ordinary shares – 4,828,600 Listed options – 482,860

• See chapter 19 for defined terms.

Appendix 3Y Page 1

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change (cont)	Trevor Tennant Family Trust (Member of family trust) Ordinary shares – 2,995,675 Listed options – 299,567 The Trevor Tennant Superfund Ordinary shares – 7,965,494 Listed options – 2,250,727
Class	Ordinary shares
Number acquired	Ordinary shares – 8,547,965
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$0.01 per Ordinary share ($85,479)
No. of securities held after change	Trevor Tennant Ordinary shares – 2,632,170 Listed options – 263,217 Skylife Nominees Pty Ltd (Director related superannuation fund) Ordinary shares – 13,138,823 Listed options – 985,411 Trevor Tennant as Trustee for the Tennant Family Trust (Trustee) Ordinary shares – 6,438,134 Listed options – 482,860 Trevor Tennant Family Trust (Member of family trust) Ordinary shares – 3,994,234 Listed options – 299,567 The Trevor Tennant Superfund Ordinary shares – 10,620,660 Listed options – 2,250,727
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Participation in Non-Renounceable Rights Entitlement Issue

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest
Name of registered holder (if issued securities)
Date of change
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation
Interest after change

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 3

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity SOUTHERN HEMISPHERE MINING LIMITED

ABN 17 140 494 784

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	JAMES PEARSON
Date of last notice	19 March 2014

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Featly Pty Ltd
Date of change	2 July 2015
No. of securities held prior to change	Featly Pty Ltd (Director related entity) Ordinary shares – 7,652,961 Listed options – 765,296 Featly Pty Ltd as Trustee for the Featly Superannuation Fund (Director related entity) Ordinary shares – 3,744,079 Listed options – 939,944 Jarberg Investments Pty Ltd (Director related entity) Ordinary shares – 1,414,755
Class	Fully Paid Ordinary shares

• See chapter 19 for defined terms.

Appendix 3Y Page 1

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Number acquired	Ordinary shares – 3,799,014
Number disposed	nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$0.01 per Ordinary share ($37,990 )
No. of securities held after change	Featly Pty Ltd (Director related entity) Ordinary shares – 10,203,948 Listed options – 765,296 Featly Pty Ltd as Trustee for the Featly Superannuation Fund (Director related entity) Ordinary shares – 4,992,106 Listed options – 939,944 Jarberg Investments Pty Ltd (Director related entity) Ordinary shares – 1,414,755
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Participation in Non-Renounceable Rights Entitlement Issue

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest
Name of registered holder (if issued securities)
Date of change
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 3

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity SOUTHERN HEMISPHERE MINING LIMITED

ABN 17 140 494 784

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	JOHN TARRANT
Date of last notice	19 March 2014

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Cadex Petroleum Pty Limited
Date of change	2 July 2015
No. of securities held prior to change	Cadex Petroleum Pty Limited (Director related entity) Ordinary shares – 320,887 Listed options – 160,443
Class	Ordinary shares
Number acquired	Ordinary shares – 106,963
Number disposed	Nil

• See chapter 19 for defined terms.

Appendix 3Y Page 1

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$0.01 per Ordinary share ($1,069)
No. of securities held after change	Cadex Petroleum Pty Limited (Director related entity) Ordinary shares – 427,850 Listed options – 160,443
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Participation in Non-Renounceable Rights Entitlement Issue

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest
Name of registered holder (if issued securities)
Date of change
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation
Interest after change

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 3

01/01/2011

604 page 1/2 15 July 2001

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Southern Hemisphere Mining Limited

ACN/ARSN 140 494 784

1. Details of substantial holder(1)

Name

Trevor Tennant and related entities

ACN/ARSN (if applicable)

There was a change in the interests of the substantial holder on 2 7 2015/ / The previous notice was given to the company on 23 1 2013/ / The previous notice was dated 23 1 2013/ /

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	Previous notice	Present notice	Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully paid ordinary shares	19,682,489	11.38%	36,824,021	12.69%

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
2/7/2015	Mr Trevor Tennant and related entities	Rights issue	$85,479	8,547,965	8,547,965
19/3/2014	Mr Trevor Tennant and related entities	Rights issue	$385,360	8,563,567	8,563,567
2/4/2013 - 22/4/2013	Mr Trevor Tennant and related entities	On-market purchases	$3,700	30,000	30,000

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
	Refer to Annexure

604 page 2/2 15 July 2001

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

6. Addresses

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

Name	Address
Refer to Annexure	33 King Albert Road, Trigg, WA 6029

Signature

print name Trevor Tennant Director, trustee and individualcapacity

sign here date 6 7 2015/ /

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.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (6) Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) 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.

• (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, becom`e 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.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".

• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Annexure to Form 604

This is the Annexure of 1 page referred to in the Form 604 for Southern Hemisphere Mining Limited (ACN 117 544 171)

Signed and dated 6/7/2015

==> picture [137 x 33] intentionally omitted <==

Trevor Tennant

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder	Nature of relevant interest	Class and number of securities	Person’s votes
Mr Trevor Tennant	Mr Trevor Tennant	Mr Trevor Tennant	Beneficial owner	2,632,170	2,632,170
Mr Trevor Tennant	Skylife Nominees Pty Ltd (Director related superannuation fund)	Trevor Tennant Superfund	Beneficial owner	13,138,823	13,138,823
Mr Trevor Tennant	Trevor Tennant as Trustee for the Tennant Family Trust (Trustee)	Trevor Tennant Superfund	Beneficial owner	6,438,134	6,438,134
Mr Trevor Tennant	Trevor Tennant Family Trust (Member of family trust)	Trevor Tennant Superfund	Beneficial owner	3,994,234	3,994,234
Mr Trevor Tennant	Trevor Tennant Superfund	Trevor Tennant Superfund	Beneficial owner	10,620,660	10,620,660

604 page 1/2 15 July 2001

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Southern Hemisphere Mining Limited

ACN/ARSN 140 494 784

1. Details of substantial holder(1)

Name Mr Anthony James Pearson and related entities

ACN/ARSN (if applicable)

There was a change in the interests of the substantial holder on 2 7 2015/ / The previous notice was given to the company on 26 9 2014/ / The previous notice was dated / /

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	Previous notice	Present notice	Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully paid ordinary shares	12,811,795	5.15%	16,610,809	5.73%

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
2/7/2015	Mr Anthony James Pearson and related entities	Rights issue	$37,990	3,799,014	3,799,014

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
	Refer to annexure

604 page 2/2 15 July 2001

|5. Changes
The persons w
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6. Addresse
The addresses|e
print name
capacity
in association
ho 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
e company or scheme are as follows:
Name and ACN/ARSN (if applicable)
Nature of association
s
of persons named in this form are as follows:
Name
Address
DIRECTIONS
ere 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
ty 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
ughout 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
.
the definition of "associate" in section 9 of the Corporations Act 2001.
the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
voting shares of a company constitute one class unless divided into separate classes.
person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
de details of:
any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) 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
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).
the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
ils of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become<br>led 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<br>ded 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<br>relevant interest was acquired.<br>e substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".<br>details, if appropriate, of the present association and any change in that association since the last substantial holding notice.<br>Refer to annexure 14 Morphett Crescent, Bateman, WA 6150<br>Anthony James Pearson Director and individual<br>**sign here**<br>date<br>6 / 7 / 2015|**e**<br>print name<br>capacity<br>**in association**<br>ho 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<br>e company or scheme are as follows:<br>Name and ACN/ARSN (if applicable)<br>Nature of association<br>**s**<br>of persons named in this form are as follows:<br>Name<br>Address<br>**DIRECTIONS**<br>ere 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<br>ty 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<br>ughout 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<br>.<br>the definition of "associate" in section 9 of the Corporations Act 2001.<br>the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.<br>voting shares of a company constitute one class unless divided into separate classes.<br>person's votes divided by the total votes in the body corporate or scheme multiplied by 100.<br>de details of:<br>any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any<br>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<br>arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and<br>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<br>which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).<br>the definition of "relevant agreement" in section 9 of the Corporations Act 2001.<br>ils of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become
led 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
ded 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
relevant interest was acquired.
e substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".
details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
Refer to annexure 14 Morphett Crescent, Bateman, WA 6150
Anthony James Pearson Director and individual
sign here
date
6 / 7 / 2015|e
print name
capacity
in association
ho 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
e company or scheme are as follows:
Name and ACN/ARSN (if applicable)
Nature of association
s
of persons named in this form are as follows:
Name
Address
DIRECTIONS
ere 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
ty 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
ughout 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
.
the definition of "associate" in section 9 of the Corporations Act 2001.
the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
voting shares of a company constitute one class unless divided into separate classes.
person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
de details of:
any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) 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
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).
the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
ils of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, becom`e
led 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
ded 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
relevant interest was acquired.
e substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".
details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
Refer to annexure 14 Morphett Crescent, Bateman, WA 6150
Anthony James Pearson Director and individual
sign here
date
6 / 7 / 2015|
|---|---|---|---|
||Name||Address|
||Refer to annexure||14 Morphett Crescent, Bateman, WA 6150|
|||||
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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:

6. Addresses

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

Signature

• (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.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (6) Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) 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.

• (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, becom`e 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.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".

• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Annexure to Form 604

This is the Annexure of 1 page referred to in the Form 604 for Southern Hemisphere Mining Limited (ACN 117 544 171)

Signed and dated 6/7/2015

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Anthony James Pearson

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder	Nature of relevant interest	Class and number of securities	Person’s votes
Mr Anthony James Pearson	Featly Pty Ltd (Director related entity)	Featly Pty Ltd	Beneficial owner	10,203,948	10,203,948
Mr Anthony James Pearson	Featly Pty Ltd as Trustee for the Featly Superannuation Fund (Director related entity)	Featly Pty Ltd	Beneficial owner	4,992,106	4,992,106
Mr Anthony James Pearson	Jarberg Investments Pty Ltd (Director related entity)	Jarberg Investments Pty Ltd	Beneficial owner	1,414,755	1,414,755