SOUTHERN HEMISPHERE MINING LIMITED — Proxy Solicitation & Information Statement 2011

Mar 22, 2011

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Australian Office: Southern Hemisphere Mining Limited PO Box 598 T: +61 8 9481 2122 West Perth 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

23 March 2011

Australian Securities Exchange Level 8 Exchange Plaza 2 The Esplanade PERTH WA 6000

Dear Sir/Madam

NOTICE OF MEETING

Please find attached the Notice of Extraordinary meeting, as despatched to shareholders of the Company.

Yours sincerely

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Derek Hall Company Secretary

SOUTHERN HEMISPHERE MINING LIMITED NOTICE OF SPECIAL GENERAL MEETING

Notice is hereby given that a special general meeting of the Shareholders of Southern Hemisphere Mining Limited (the " Company ") will be held at Suite 1750 – 1185 West Georgia Street, Vancouver, British Columbia V6E 4E6 on:

MONDAY, APRIL 18, 2011

at the hour of 3:00 o'clock in the afternoon (Vancouver time) for the following purposes:

Terms and abbreviations used in this Notice and the Information Circular accompanied herewith are defined in the Glossary to the Information Circular.

AGENDA

1. To consider and, if thought fit, to approve the grant by the Company to its directors and an alternate director of a total of 3,200,000 stock options, exercisable until June 30, 2013 at a price of A$0.54 per share, on the terms and conditions set out in the Information Circular accompanying this Notice.

2. To consider and, if thought fit, to pass, with or without amendment, an ordinary resolution approving, for the purpose of Listing Rule 10.11 of the Listing Rules of the ASX Limited and for all other purposes, the issue of up to 1,301,700 fully paid ordinary shares in the capital of the Company to be issued to Centralian Mining Pty Ltd or its nominees in consideration for 25 mineral licences or concessions in Chile (Litu 1 and 2, Conti 1 to 3 and Chan 1 to 20) held by Centralian Mining Pty Ltd on the terms and conditions set out in the Information Circular accompanying this Notice.

3. To transact such other business as may properly come before the Meeting.

Accompanying this Notice are an Information Circular and Form of Proxy.

VOTING AND PROXIES

This notice is accompanied by a Form of Proxy and a Management Information Circular. A shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy holder to attend and vote in his stead. If you are unable to attend the Meeting, or any adjournment thereof in person, please read the Notes accompanying the Form of Proxy enclosed herewith and then complete and return the Proxy within the time set out in the Notes so that as large a representation as possible may be had at the meeting. The enclosed Form of Proxy is solicited by Management but, as set out in the Notes, you may amend it if you so desire by striking out the names listed therein and inserting in the space provided the name of the person you wish to represent you at the Meeting.

Southern Hemisphere Mining Limited Notice of Special General Meeting

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Holders of CDIs are invited to attend the meeting. CDI holders must complete, sign and return the enclosed CDI Voting Instruction Form to Computershare Investor Services Pty Ltd, GPO Box 242, Melbourne, Victoria 3001 Australia (the number to fax CDI Voting Instruction Forms within Australia is 1800-783-447 and outside Australia is 61-3-9473-2555 so that each CDI holder may elect to direct CHESS Depositary Nominees Pty Ltd (" CDN ") to vote the relevant underlying common shares on his or her behalf or instruct CDN to appoint such CDI holder or his or her nominee as proxy to vote the common shares underlying the CDIs in person at the meeting. In either case, the CDI Voting Instruction Form needs to be received at the address shown on the Form by not less than 72 hours, Saturdays, Sundays, and holidays excepted, prior to the time of the holding of the meeting or any adjournment thereof.

By order of the Board

Trevor Tennant President Dated: March 2, 2011

Southern Hemisphere Mining Limited Notice of Special General Meeting

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SOUTHERN HEMISPHERE MINING LIMITED

P.O. Box 598 West Perth, Western Australia Australia 6872

INFORMATION CIRCULAR

SOLICITATION OF PROXIES BY MANAGEMENT

This management information circular (the “Information Circular”) is furnished in connection with the solicitation of proxies by or on behalf of the management of Southern Hemisphere Mining Limited (the “Company”) for use at the special general meeting (the “Meeting”) of the shareholders of the Company (the “Shareholders”) to be held at Suite 1750 – 1185 West Georgia Street, Vancouver, British Columbia V6E 4E6 on Monday, April 18, 2011 at 3:00 p.m. (Vancouver time) and at any adjournments thereof for the purposes set out in the accompanying Notice of Meeting. Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone by directors or officers of the Company. Arrangements will also be made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy solicitation material to the beneficial owners of common shares of the Company (“ Common Shares ” or “ Shares ”) pursuant to the requirements of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer . The cost of any such solicitation will be borne by the Company.

Unless otherwise stated, the information contained in this Information Circular is given as at March 2, 2011.

REVOCABILITY OF PROXY

In addition to revocation in any other manner permitted by law, a shareholder of the Company who has given a proxy may revoke it as to any matter upon which a vote has not already been cast pursuant to the authority conferred by the proxy. A shareholder of the Company may revoke a proxy by depositing an instrument in writing, executed by him or her or his or her attorney authorized in writing:

1. at the offices of the registrar and transfer agent of the Company, Computershare Investor Services Inc., Suite 300, 510 Burrard Street, Vancouver, B.C., V6C 3B9 (the number to fax proxies is (604) 661-9549), at any time, not less than 48 hours, excluding Saturdays, Sundays and holidays, preceding the Meeting or any adjournment of the Meeting at which the proxy is to be used;

2. at the registered office of the Company, Suite 1750, 1185 West Georgia Street, Vancouver, British Columbia, V6E 4E6, at any time up to and including the last business day preceding the day of the Meeting at which the proxy is to be used; or

3. with the chairman of the Meeting on the day of the Meeting or any adjournment of the Meeting.

In addition, a proxy may be revoked by the shareholder of the Company personally attending the Meeting and voting his or her shares.

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VOTING SECURITIES

The Company is authorized to issue an unlimited number of Common Shares, without nominal or par value, of which as at the date hereof 151,224,121 Common Shares are issued and outstanding.

Of the 151,224,121 Common Shares issued and outstanding on March 2, 2011, 86,531,144 Common Shares were held by CHESS Depositary Nominees Pty Ltd. (“CDN”), a wholly-owned subsidiary of the Australian Securities Exchange (the “ASX”), on behalf of holders of CHESS Depositary Instruments (“CDIs”). CDN has issued CDIs that represent beneficial interests in the Common Shares held by CDN. CDIs are traded on the electronic transfer and settlement system operated by the ASX.

All references in this Information Circular to outstanding Common Shares include the Common Shares held by CDN and all references to holders of Common Shares include CDI holders.

The holders of Common Shares of record at the close of business on the record date, set by the directors of the Company to be March 2, 2011, are entitled to vote such common shares at the Meeting on the basis of one vote for each common share held.

The Articles of the Company provide that a quorum for the transaction of business at the Meeting is two shareholders, or one or more proxyholder representing two members, or one member and a proxyholder representing another member.

VOTING BY PROXY

This section headed “Voting by Proxy” only applies to the registered holders of Common Shares of the Company. Holders of CDIs should refer to the section of this Information Circular headed “CDI Holders May Give Instruction to CDN”.

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are “non-registered” or “beneficial” shareholders because the shares they own are not registered in their names, but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares. More particularly, a person is not a registered shareholder in respect of shares which are held on behalf of that person (the “Beneficial Holder”) but which are registered either: (a) in the name of an intermediary (an “Intermediary”) that the Beneficial Holder deals with in respect of the shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSP’s, RRIF’s, RESP’s and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (“CDS”)) of which the Intermediary is a participant. In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Company has distributed copies of the Notice of Meeting, this Information Circular and the Proxy (collectively, the “Meeting Materials”) to the clearing agencies and Intermediaries for onward distribution to Beneficial Holders.

Intermediaries are required to forward the Meeting Materials to Beneficial Holders unless a Beneficial Holder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to Beneficial Holders. Generally, Beneficial Holders who have not waived the right to receive Meeting Materials will either:

• (a) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the Beneficial Holder but which is otherwise not completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Beneficial Holder when submitting the proxy. In this case, the Beneficial Holder who wishes to submit a

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proxy should otherwise properly complete the form of proxy and deposit it with the Company's transfer agent as provided above; or

• (b) more typically, be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Beneficial Holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “proxy authorization form”) which the Intermediary must follow. Typically, the proxy authorization form will consist of a one page pre-printed form. Sometimes, instead of the one page pre-printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label containing a bar-code and other information. In order for the form of proxy to validly constitute a proxy authorization form, the Beneficial Holder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit Beneficial Holders to direct the voting of the shares which they beneficially own. Should a Beneficial Holder who receives one of the above forms wish to vote at the Meeting in person, the Beneficial Holder should strike out the names of the Management Proxyholders named in the form and insert the Beneficial Holder's name in the blank space provided. In either case, Beneficial Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered.

CDI HOLDERS MAY GIVE DIRECTIONS TO CDN

The Company will permit CDI holders to attend the Meeting.

Each CDI holder has the right to:

• (a) direct CDN how to vote in respect of their CDIs; or

• (b) instruct CDN to appoint the CDI holder or a person nominated by the holder as the holder’s proxy for the purposes of attending and voting at the Meeting.

If you are a CDI holder and you wish to direct CDN how to vote in respect of your CDIs or appoint yourself or a nominee as your proxy, you should read, complete, date and sign the accompanying CDI Voting Instruction Form and deposit it with Computershare Investor Services Pty. Ltd. GPO Box 242, Melbourne, Victoria 3001 Australia (the number to fax CDI Voting Instruction Forms within Australia is 1800-783-447 and outside Australia is 61-3-9473-2555) not less than 72 hours, Saturdays, Sundays, and holidays excepted, prior to the time of the holding of the meeting or any adjournment thereof.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Other than as set forth herein, management of the Company is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, of any person or company who has been: (a) if the solicitation is made by or on behalf of management of the Company, a director or executive officer of the Company at any time since the beginning of the Company’s last financial year; (b) if the solicitation is made other than by or on behalf of management of the Company, any person or company by whom or on whose behalf, directly or indirectly, the solicitation is made; (c) each proposed nominee for election as a director of the Company; or (d) any associate or affiliate of any of the foregoing persons or companies.

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PRINCIPAL HOLDERS OF VOTING SECURITIES

To the knowledge of the directors and senior officers of the Company, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, voting securities carrying more than 10% of the outstanding voting rights of the Company other than:

NAME OFSHAREHOLDER	NUMBER OFSHARES	PERCENTAGE OFISSUED ANDOUTSTANDING
Trevor Tennant	15,559,587	10.29%

The directors have determined that all shareholders of record as of March 2, 2011 will be entitled to receive notice of and to vote at the Meeting. Those shareholders so desiring may be represented by proxy at the Meeting. The instrument of proxy, and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof, must be deposited either at the office of the Registrar and Transfer Agent of the Company, Proxy Dept., Computershare Investor Services Inc., Suite 300, 510 Burrard Street, Vancouver, B.C., V6C 3B9 (the number to fax proxies is (604) 661-9549), or at the Head Office of the Company at Suite 7, 1200 Hay Street, West Perth, Western Australia, Australia 6005 not less than 48 hours, Saturdays, Sundays and holidays excepted, prior to the time of the holding of the Meeting or any adjournment thereof.

APPLICATION OF CANADIAN CORPORATE AND SECURITIES LAWS

The following description of Canadian laws applicable to the Company and its shareholders is included herein to satisfy requirements of the ASX and it is not required from a TSX Venture Exchange or Canadian securities law disclosure standpoint.

Place of Incorporation

The Company is a company incorporated in the Province of British Columbia, Canada under the Business Corporations Act (British Columbia)(“BCABC”). The registered office of the Company is situated in the City of Vancouver, in the Province of British Columbia, Canada.

Chapters 6, 6A, 6B and 6C of the Australian Corporations Act

The Company is not subject to Chapters 6, 6A, 6B and 6C of the Australian Corporations Act 2001 .

Summary of Canadian Legal Requirements Respecting the Acquisition of Securities of the Company

Applicable Canadian laws, like their Australian equivalent, are very technical. Accordingly, shareholders should consult their own Canadian legal advisors with respect to Canadian legal requirement matters, rather than relying upon this general summary.

In general, subject to compliance with applicable Canadian securities laws, a holder of shares in the capital of a corporation incorporated under the BCABC is entitled to transfer his, her or its shares to anyone else upon compliance with the provisions of the BCABC and the articles of the corporation. Where a corporation is offering its shares to the public, the articles of the corporation may not include restrictions on the transfer of shares.

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Canadian securities laws impose certain limitations on the acquisition of securities. The issuance to the public and trading of securities in Canada is regulated at the provincial/territorial level by securities legislation administered by the relevant provincial or territorial securities commission.

Take-over bids are regulated primarily by provincial and territorial securities legislation and, to a limited extent, the corporate statutes under which the target company is incorporated. Under provincial or territorial securities regulations, an offer to acquire shares of an issuer by a “control person” of that issuer may constitute a take-over bid. Under the Securities Act (British Columbia), a “control person” is generally defined as any person, company or combination of persons or companies whose holdings represent a sufficient number of securities of the issuer to materially affect the control of that issuer. A holding of more than 20%, in the absence of evidence to the contrary, is deemed to materially affect control of the issuer. Any offer to acquire voting or equity securities where such securities together with the offeror’s securities represent an aggregate of 20% or more of the outstanding securities of that class will constitute a take-over bid.

Unless an exemption from formal take-over bid requirements under applicable securities legislation can be obtained, persons or companies seeking to make a take-over bid must comply with detailed rules governing bids prescribed by applicable provincial or territorial securities laws. For example, under the Securities Act (British Columbia), exempt bids include bids made over the facilities of the TSX Venture Exchange and a bid for not more than 5% of the outstanding securities of a class of securities, so long as the aggregate number of securities of that class acquired by the offeror in the previous twelve months is not greater than 5% of the class and the bid is for a price not in excess of the market price for those securities.

Reporting by Substantial Shareholders and Insiders

Under the insider reporting and trading rules of applicable Canadian securities legislation, reporting obligations and trading restrictions are placed on substantial shareholders. An “insider” generally includes any person or company who beneficially owns, directly or indirectly, voting securities or who exercises control or direction over voting securities or a reporting issuer or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities.

Shareholders who become insiders must file an “Insider Profile” in the prescribed form under National Instrument 55-102 – System for Electronic Disclosure by Insiders (“SEDI”). A further insider report must be filed within 10 days of any change in the ownership or control or direction over securities of the Company of that insider. Insider reports must be filed electronically on SEDI at www.sedi.ca.

PARTICULARS OF MATTERS TO BE ACTED UPON

TO THE KNOWLEDGE OF THE COMPANY’S DIRECTORS, THE ONLY MATTERS TO BE PLACED BEFORE THE MEETING ARE THOSE REFERRED TO IN THE NOTICE OF MEETING ACCOMPANYING THIS INFORMATION CIRCULAR. HOWEVER, SHOULD ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, THE SHARES REPRESENTED BY THE PROXY SOLICITED HEREBY WILL BE VOTED ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PERSONS VOTING THE SHARES REPRESENTED BY THE PROXY.

Additional detail regarding each of the matters to be acted upon at the Meeting is set forth below.

1. APPROVAL OF STOCK OPTION GRANTS TO DIRECTORS

On February 21, 2011, the Board of Directors of the Company granted a total of 5,300,000 stock

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options to directors, officers and employees of the Company pursuant to the Company’s stock option plans. The options are exercisable at a price of A$0.54 per share until June 30, 2013 and will vest between July 7 and October 7, 2011 (as to 50%) and on July 1, 2012 (as to 50%). A total of 2,950,000 of these options have been granted to directors of the Company and 250,000 have been granted to an alternate director.

ASX Listing Rule 10.14 requires a company to obtain shareholder approval prior to the grant of options to directors and alternate directors. Accordingly, at the Meeting, disinterested shareholders will be asked to consider and, if thought fit, to pass with or without amendment, a separate ordinary resolution to approve the grant of options to each of the directors and alternate director, as summarized in the table below:

NAME OF DIRECTOR/ALTERNATEDIRECTOR	DATE OFGRANT	NO.OFSHARES UNDEROPTION	EXERCISE PRICE	EXPIRYDATE
Trevor Tennant(1)	February21,2011	1,000,000	A$0.54	June 30,2013
JamesPearson(1)	February21,2011	600,000	A$0.54	June 30,2013
Eduardo Valenzuela(1)	February21,2011	250,000	A$0.54	June 30,2013
RichardBillingsley (1)	February21,2011	250,000	A$0.54	June 30,2013
David Craig (1)	February21,2011	600,000	A$0.54	June 30,2013
YangXifu (1)	February21,2011	250,000	A$0.54	June 30,2013
Seetoh KwokWeng(2)	February21,2011	250,000	A$0.54	June 30,2013

(1) Director of the Company

(2) Alternate Director of the Company.

Accordingly, Shareholders will be asked to consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That for the purpose of Listing Rule 10.14 of the ASX Listing Rules and for all other purposes, approval is given to the issue by the Company to its directors and an alternate director a total of 3,200,000 stock options, exercisable until June 30, 2013 at a price of A$0.54 per share and vesting between July 7 and October 7, 2011 (as to 50%) and on July 1, 2012 (as to 50%).”

The Company will disregard any votes cast on this Resolution by a person who will receive the stock options and any associates or any person who may obtain a benefit if this Resolution is passed other than in their capacity as a Shareholder. However, the Company will not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

(b) it is cast by a person chairing that Meeting as a proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.

The Board of Directors recommends that you vote in favour of the above resolutions, in order to ensure that the directors and alternate director have sufficient incentive to diligently pursue the business and affairs of the Company to the best of their ability.

2. IRON SANDS ACQUISITION

2.1 Background

Centralian Mining Pty Ltd (" Centralian ") is controlled by three Directors of the Company, Trevor Tennant, James Pearson and Eduardo Valenzuela (or entities associated by them). For this reason Centralian is a related party of the Company for the purposes of the ASX Listing Rules.

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Centralian was the owner of 25 licences or concessions in Chile (Litu 1 and 2, Conti 1 to 3 and Chan 1 to 20) (" Centralian Licences ") that are prospective for iron sands. Centralian funded approximately A$220,000 of exploration expenditure on the Centralian Licences prior to their legal transfer.

The Centralian Licences have been legally transferred to a subsidiary of the Company and the Company is responsible for expenditure on the Centralian Licences.

Pursuant to an agreement made in October 2010 between Centralian and the Company (the “ Centralian Agreement ”), payment to Centralian of C$680,402 (or A$693,806) is to be made in Shares to confirm that the Company will have beneficial ownership to the Centralian Licences. The beneficial acquisition (and issue of the Shares) is subject to Shareholder approval and TSX Venture Exchange approval.

The Company has filed an application with the TSX Venture Exchange for approval of the Centralian Agreement but, as at the date of this Information Circular, the Company has not yet received such approval. The Shareholders of the Company previously approved the Centralian Agreement at an annual and special shareholders meeting held on November 25, 2010. However, pursuant to the rules of the ASX, the Shares issuable pursuant to the Centralian Agreement were required to have been issued no later than 1 month after the date of the November 25 meeting. As these Shares have not yet been issued and may not be issued until the TSX Venture Exchange has granted its approval, the Company is re-seeking Shareholder approval to issue 1,301,700 Shares in the Company as consideration for the acquisition of the Centralian Licences. 1,301,700 Shares in the Company represents A$693,806 consideration at the deemed issue price of A$0.533 (53.3 cents) per Share. The deemed issue price is the 5 day volume weighted average price of Shares on 17, 20, 21, 22 and 23 September 2010 being the time of the determination of the issue price of the Shares.

2.2 Resolution

ASX Listing Rule 10.11 requires a company to obtain shareholder approval prior to the issue of securities or an agreement to issue securities to a related party. Centralian Mining Pty Ltd. (“ Centralian ”) is a related party of the Company.

If approval is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1 (and the issue of Shares will not be included in the 15% calculation under ASX Listing Rule 7.1).

The following information is provided to Shareholders in relation to the resolution to approve the acquisition of the Centralian Licences:

• (a) The Shares will be issued to Centralian or its nominees.

• (b) The maximum number of securities the Company will issue is 1,301,700 Shares.

• (c) The Shares will be issued no later than 1 month after the date of this Meeting (or a later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).

• (d) Centralian is a related party of the Company as it is an entity controlled by three Directors of the Company, Trevor Tennant, James Pearson and Eduardo Valenzuela (or entities associated with them).

• (e) The Shares will be issued in consideration of the acquisition of Centralian Licences

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and have a deemed issue price of A$ 0.533 (53.3 cents) each. The Shares will be fully paid ordinary shares in the Company and will rank equally with the Company's current issued Shares.

• (f) There will be no funds raised by the issue of Shares.

Accordingly, Shareholders will be asked to consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That for the purpose of Listing Rule 10.11 of the Listing Rules of the ASX Limited and for all other purposes, approval is given to the issue of up to 1,301,700 fully paid ordinary shares in the capital of the Company to Centralian Mining Pty Ltd or its nominee in consideration for 25 mineral licences or concessions in Chile (Litu 1 and 2, Conti 1 to 3 and Chan 1 to 20)beneficial ownership held by Centralian Mining Pty Ltd."

The Company will disregard any votes cast on this Resolution by a person who will receive the securities and any associates or any person who may obtain a benefit if this Resolution is passed other than in their capacity as a Shareholder. However, the Company will not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by a person chairing that Meeting as a proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as described in this Information Circular, no Insider of the Company and no associate or affiliate of any Insider, has any material interest, direct or indirect, in any transaction since the commencement of the Company's last financial year or in any proposed transaction, which, in either case, has materially affected or will materially affect the Company or any of its subsidiaries.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at sedar.com. Financial information is provided in the Company’s audited annual financial statements and accompanying management’s discussion and analysis (“ MD&A ”) for the year ended June 30, 2010 and the Company’s unaudited financial statements for the six month interim period ended December 31, 2010. Shareholders may obtain copies of the Company’s financial statements and related MD&A by contacting the Company at P.O. Box 598, West Perth, Western Australia, Australia 6872 or by telephone at (ph: 61-894812122).

Under National Instrument 51-102 – Continuous Disclosure Obligations , any person or company who wishes to receive interim financial statements from the Company may deliver a written request for such material to the Company or the Company’s agent, together with a signed statement that the persons or company is the owner of securities of the Company. Shareholders who wish to receive interim financial statements are encouraged to send the enclosed mail card, together with the completed form of proxy, in the addressed envelope provided, to the Company’s registrar and transfer agent, Computershare Investor Services Inc., Suite 300, 510 Burrard Street, Vancouver, B.C., V6C 3B9.

GENERAL

Unless otherwise specified, all matters referred to herein for approval by the Shareholders require a simply majority of the Shareholders voting, in person or by proxy, at the Meeting.

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Where information contained in this Information Circular, rests specifically within the knowledge of a person other than the Company, the Company has relied upon information furnished by such person.

The contents of this Information Circular have been approved and this mailing has been authorized by the Directors of the Company.

DATED at Perth, Australia as of the 2nd day of March, 2011

BY THE ORDER OF THE BOARD OF DIRECTORS OF SOUTHERN HEMISPHERE MINING LIMITED

s/ ” _Trevor Tennant” _____ TREVOR TENNANT President and Chief Executive Officer

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SCHEDULE “A”

In this Information Circular the following expressions have the following meanings:

• " ASX " means ASX Limited (ACN 008 624 691).

• " ASX Listing Rules " or " Listing Rules " means the Listing Rules of the ASX.

• " Board " means the Board of Directors of the Company.

• " CDI " means CHESS Depositary Interest.

• " Company " means Southern Hemisphere Mining Limited.

• " Directors " mean the directors of the Company from time to time.

• " Meeting " means the meeting of Shareholders the subject of the Notice.

• " Notice " means the notice of meeting which accompanies this Information Circular.

• " Resolution " means a resolution contained in the Notice.

• " Share " means a fully paid ordinary share in the capital of the Company.

• " Shareholder " means a holder of a Share in the Company.

• " A$ " means Australian dollars.

• " C$ " means Canadian dollars.

SOUTHERN HEMISPHERE MINING LTD ARBN 140 494 784

Lodge your vote:

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

000001 000 SUH MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

CDI Voting Instruction Form

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For your vote to be effective it must be received by 3.00pm (AEST) Wednesday 13 April 2011

How to Vote on Items of Business

Each CHESS Depositary Interest (CDI) is equivalent to one share of Company Common Stock, so that every 1 (one) CDI that you own on 2 March 2011 entitles you to one vote.

You can vote by completing, signing and returning you CDI Voting Instruction Form. This form gives your voting instructions to CHESS Depositary Nominees Pty Ltd, which will vote the underlying shares on your behalf. You need to return the form no later than the time and date shown above to give CHESS Depositary Nominees Pty Ltd enough time to tabulate all CHESS Depositary Interest votes and to vote on the underlying shares.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the Australian registry, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: Only duly authorised officer/s can sign on behalf of a company. please sign in the boxes provided, which state the office held by the signatory. ie Sole Director, Sole Company Secretary or Director and Company Secretary. Delete titles as applicable.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

Turn over to complete the form

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View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Review your securityholding

Update your securityholding

Your secure access information is:

SRN/HIN: I9999999999

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

916CR_0_Sample_Proxy/000001/000001/i

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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I9999999999
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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a I9999999999 broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999 I ND

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CDI Voting Instruction Form

Please mark to indicate your directions

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CHESS Depositary Nominees will vote as directed

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Voting Instructions to CHESS Depositary Nominees Pty Ltd

I/We being a holder of CHESS Depositary Interests of Southern Hemisphere Mining Ltd hereby direct CHESS Depositary Nominees Pty Ltd to vote the shares underlying my/our holding at the Special General Meeting of Southern Hemisphere Mining Ltd to be held at Suite 1750-1185 West Georgia Street, Vancouver, British Columbia V6E 4E6 on Monday, 18 April 2011 at 3.00pm (Vancouver time) and at any adjournment of that meeting.

By execution of this CDI Voting Form the undersigned hereby authorises CHESS Depositary Nominees Pty Ltd to appoint such proxies or their substitutes to vote in their discretion on such business as may properly come before the meeting.

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Items of Business

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PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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Resolution 1 To approve the grant of 1,000,000 stock options to Trevor Tennant

Resolution 2 To approve the grant of 600,000 stock options to James Pearson

Resolution 3 To approve the grant of 250,000 stock options to Eduardo Valenzuela

Resolution 4 To approve the grant of 250,000 stock options to Richard Billingsley

Resolution 5 To approve the grant of 600,000 stock options to David Craig

Resolution 6 To approve the grant of 250,000 stock options to Yang Xifu

Resolution 7 To approve the grant of 250,000 stock options to Seetoh Kwok Weng

Resolution 8 To approve the issue of up to 1,301,700 shares to Centralian Mining Pty Ltd

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Signature of Securityholder(s) This section must be completed. Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Contact Daytime Name Telephone Date / /

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S U H

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