SOUTHERN HEMISPHERE MINING LIMITED — Proxy Solicitation & Information Statement 2012

Aug 14, 2012

ASX RELEASE 15 AUGUST 2012

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 Special General meeting, as despatched to shareholders of the Company.

Yours faithfully

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Derek Hall

Company Secretary

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ASX: SUH TSX-V: SH 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

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, September 10, 2012

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

AGENDA

1. To consider, and if thought fit, approve a special resolution authorizing the continuation of the Company from the Province of British Columbia to Western Australia and to adopt a new company constitution.

2. To consider and, if thought fit, to pass, with or without amendment, an ordinary resolution approving for the purposes of ASX Listing Rule 10.14 and for all other purposes, for the Company to grant to Trevor Tennant or his nominee up to 700,000 Options to acquire fully paid ordinary shares in the capital of the Company, to be issued on the terms and conditions set out in the Information Circular accompanying this Notice.

3. To consider and, if thought fit, to pass, with or without amendment, an ordinary resolution approving for the purposes of ASX Listing Rule 10.14 and for all other purposes, for the Company to grant to David Craig or his nominee up to 400,000 Options to acquire fully paid ordinary shares in the capital of the Company, to be issued on the terms and conditions set out in the Information Circular accompanying this Notice.

4. To consider and, if thought fit, to pass, with or without amendment, an ordinary resolution approving for the purposes of ASX Listing Rule 10.14 and for all other purposes, for the Company to grant to James Pearson or his nominee up to 400,000 Options to acquire fully paid ordinary shares in the capital of the Company, to be issued on the terms and conditions set out in the Information Circular accompanying this Notice.

5. To consider and, if thought fit, to pass, with or without amendment, an ordinary resolution approving for the purposes of ASX Listing Rule 10.14 and for all other purposes, for the Company to grant to Richard Billingsley or his nominee up to 150,000 Options to acquire fully paid ordinary shares in the capital of the Company, to be issued on the terms and conditions set out in the Information Circular accompanying this Notice.

6. To consider and, if thought fit, to pass, with or without amendment, an ordinary resolution approving for the purposes of ASX Listing Rule 10.14 and for all other purposes, for the Company to grant to John Tarrant or his nominee up to 150,000 Options to acquire fully paid ordinary shares in the capital of the Company, to be issued on the terms and conditions set out in the Information Circular accompanying this Notice.

7. To consider and, if thought fit, to pass, with or without amendment, an ordinary resolution approving for the purposes of ASX Listing Rule 10.14 and for all other purposes, for the Company to grant to Andrés Hevia or his nominee up to 150,000 Options to acquire fully paid ordinary shares in the capital of the Company, to be issued on the terms and conditions set out in the Information Circular accompanying this Notice.

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Southern Hemisphere Mining Limited Notice of Special General Meeting

Voting Exclusion for resolutions 2 to 7: The Company will disregard any votes cast on Resolutions 2 to 7 by the Directors or their nominees and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

1. 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 an 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 providing the name of the person you wish to represent you at the Meeting.

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.

Pursuant to the Business Corporations Act (British Columbia), a shareholder of the Company may give a notice of dissent by registered mail or delivery addressed to the Company’s registered and records office at Salley Bowes Harwardt Law Corp., 1750 – 1185 West Georgia Street, Vancouver, British Columbia, V6E 4E6, or to the Chairman of the Meeting prior to the commencement or recommencement thereof. As a result of giving a notice of dissent, a shareholder of the Company may require the Company to re-purchase all of his Company shares in respect of which the notice of dissent was given.

By order of the Board

David Craig Chairman Dated: August 3, 2012

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Southern Hemisphere Mining Limited Notice of Special General Meeting

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, September 10, 2012 at 4:00 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 August 3, 2012.

APPOINTMENT OF PROXYHOLDERS AND COMPLETION AND REVOCATION OF PROXIES

The purpose of a proxy is to designate persons who will vote the proxy on a Shareholder’s behalf in accordance with the instructions given by the Shareholder in the proxy. The persons named in the enclosed proxy (the “ Management Designees ”) have been selected by the directors of the Company.

A Shareholder has the right to designate a person (who need not be a Shareholder), other than the Management Designees to represent the Shareholder at the Meeting. Such right may be exercised by inserting in the space provided for that purpose on the proxy the name of the person to be designated, and by deleting from the proxy the names of the Management Designees, or by completing another proper form of proxy and delivering the same to the transfer agent of the Company. Such Shareholder should notify the nominee of the appointment, obtain the nominee’s consent to act as proxyholder and attend the Meeting, and provide instructions on how the Shareholder’s shares are to be voted. The nominee should bring personal identification with them to the Meeting.

To be valid, the proxy must be dated and executed by the Shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the proxy). The proxy must then be delivered to the Company’s registrar and transfer agent, Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, or by fax within North America to 1-866-249-777, and outside North America to (416) 263-9524, at least 48 hours, excluding Saturdays, Sundays and holidays, before the time of the Meeting or any adjournment thereof. Proxies received after that time may be accepted by the Chairman of the Meeting in the Chairman’s discretion, but the Chairman is under no obligation to accept late proxies.

Any registered Shareholder who has returned a proxy may revoke it at any time before it has been exercised. A proxy may be revoked by a registered Shareholder personally attending at the Meeting and voting their shares. A Shareholder may also revoke their proxy in respect of any matter upon which a

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vote has not already been cast by depositing an instrument in writing, including a proxy bearing a later date executed by the registered Shareholder or by their authorized attorney in writing, or, if the Shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized, either at the office of the Company’s registrar and transfer agent at the foregoing address or the head office of the Company, Suite 7, 1200 Hay Street, West Perth, Western Australia, Australia, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof at which the proxy is to be used, or by depositing the instrument in writing with the Chairman of such Meeting, or any adjournment thereof. Only registered Shareholders have the right to revoke a proxy. Non-registered Shareholders who wish to change their vote must, at least seven days before the Meeting, arrange for their respective nominees to revoke the proxy on their behalf.

VOTING OF PROXIES

Voting at the Meeting will be by a show of hands, each registered Shareholder and each proxyholder (representing a registered or unregistered Shareholder) having one vote, unless a poll is required or requested, whereupon each such Shareholder and proxyholder is entitled to one vote for each Common Share held or represented, respectively. Each Shareholder may instruct their proxyholder how to vote their Common Shares by completing the blanks on the proxy. All Common Shares represented at the Meeting by properly executed proxies will be voted or withheld from voting when a poll is required or requested and, where a choice with respect to any matter to be acted upon has been specified in the form of proxy, the Common Shares represented by the proxy will be voted in accordance with such specification. In the absence of any such specification as to voting on the proxy, the Management Designees, if named as proxyholder, will vote in favour of the matters set out therein.

The enclosed proxy confers discretionary authority upon the Management Designees, or other person named as proxyholder, with respect to amendments to or variations of matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting. As of the date hereof, the Company is not aware of any amendments to, variations of or other matters which may come before the Meeting. If other matters properly come before the Meeting, then the Management Designees intend to vote in a manner which in their judgment is in the best interests of the Company.

In order to approve a motion proposed at the Meeting, a majority of greater than 50% of the votes cast will be required (an “ ordinary resolution ”), unless the motion requires a “ special resolution ” in which case a majority of 66 2/3% of the votes cast will be required.

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 153,092,487 Common Shares are issued and outstanding.

Of the 153,092,487 Common Shares issued and outstanding on August 3, 2012, 107,057,916 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 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 on record at the close of business on the record date, set by the directors of the Company to be August 3, 2012, are entitled to vote such common shares at the Meeting on the basis of one vote for each common share held.

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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 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 Designees named in the form and insert the Beneficial Holder's name in the blank space provided.

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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.

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	16,682,489	10.9%

The directors have determined that all shareholders of record as of August 3 , 2012 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.

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.

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1. CONTINUATION FROM BRITISH COLUMBIA TO WESTERN AUSTRALIA

Introduction

The Company is seeking the approval and authorization of its shareholders to apply to the Australian Securities and Investments Commission to register as a company under the Corporations Act of Australia (the "Corporations Act").

Continuance Resolution

Shareholders will be asked at the meeting to consider and, if thought fit, approve resolution 1 being a special resolution (the “Continuance Resolution”) transferring the Company’s jurisdiction of incorporation from the Province of British Columbia to Western Australia as follows:

• “1. the Company be authorized to apply to the Registrar of Companies (British Columbia) for authorization to be continued into Western Australia;

• the Company make application to the Australian Securities and Investments Commission and such other authority as may be appropriate for consent to be continued into Western Australia by being registered as a company pursuant to the Corporations Act;

• the Company obtain the approval of the Australian Securities and Investments Commission to the Company being continued into Western Australia by being registered as a company pursuant to the Corporations Act;

• effective on the date of such continuance in Western Australia, the Company adopt the Company’s new constitution in the form submitted to the meeting, in substitution for the existing Notice of Articles and Articles of the Company;

• the directors be authorized to file notice of the continuance to Western Australia with the Registrar of Companies (British Columbia);

• the Board of Directors of the Company be authorized to perform such further acts and execute such further documents as may be required to give effect to the foregoing; and

• the directors may, in their sole discretion, elect not to act on or carry out this special resolution without further approval of the shareholders of the Company.”

Purpose

The Company’s head office, the majority of its management and its directors reside in Australia. A majority of shareholders reside in Australia. Changing the Company’s domicile will result in the daily operation of the Company becoming more convenient for management. Future shareholder meetings will be held in Australia which will facilitate greater shareholder participation. Some cross-jurisdictional filings and regulation will be avoided.

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Shareholder Protection Under the Corporations Act (Australia) and differences with British Columbian legislation

Management of the Company is of the view that the Corporations Act provides to shareholders of the Company many similar rights as are available to shareholders under the Business Corporations Act (British Columbia) (“BCBCA”) including rights to bring derivative actions and oppression actions. However, there are a number of material differences in rights under the BCBCA as opposed to the Corporations Act. What the Company considers are the material differences are summarised below. This summary is not intended to be exhaustive and shareholders should consult their legal advisers regarding all of the implications of the transactions contemplated in the Continuance Resolution.

The Company is currently registered as a foreign company under the Corporations Act in order to carry on business in Australia. As such, only limited provisions of the Corporations Act apply to the Company. By registering as an Australian company under the Corporations Act as part of the continuation process, the full scope of the Corporations Act will apply to the Company.

Takeovers

The Securities Acts of British Columbia, Alberta and Ontario and all regulations, rules, policy statements and instruments adopted by the Securities Commissions in these Provinces (collectively the "Securities Legislation") govern takeovers of reporting issuers in Canada. The acquisition of 20% or more of a company's issued capital is considered to be a takeover bid.

The Securities Legislation sets out certain exceptions which apply to takeover bids, such as where securities are acquired from less than 5 holders at a price no greater than 115% of the market price of the securities.

Takeover bids must treat all shareholders alike and must not involve collateral benefits. Various restrictions on conditional offers apply and there are also substantial restrictions on the ability of an offeror to withdraw or suspend a takeover offer.

The BCBCA also permits compulsory acquisition of outstanding securities by 90% holders.

The Corporations Act governs a takeover of certain listed and unlisted companies registered in Australia. The Corporations Act provides generally that a person must not acquire a "relevant interest" in voting shares in a company, if because of the transaction a person's voting power in the company:

• increases from 20% or below to above 20%; or

• increases from a starting point which is above 20% but less than 90%.

The Corporations Act set out certain exceptions which apply to these rules, such as acquisitions of relevant interests in shares where that acquisition is a creeping acquisition of not more than 3% in any 6 month period.

Takeover bids must treat all shareholders alike and must not involve collateral benefits. Various restrictions on conditional offers apply and there are also substantial restrictions on the ability of an offeror to withdraw or suspend a takeover offer.

The Corporations Act also permits compulsory acquisition of outstanding securities by 90% holders.

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Substantial Shareholding Notifications

Under the Securities Legislation a shareholder is an "insider" if that person's (and that person's associates) have a relevant interest in 10% or more of the voting shares in the company. The Securities Legislation requires a shareholder who is an insider in a reporting company to file insider reports in the prescribed form with the Securities Commission of each jurisdiction in which the company is a reporting issuer. In addition, within 2 days after the person becomes aware that they have become an insider, an early warning report in the prescribed form must be filed with such Securities Commission.

Similar notification requirements apply in the event that a shareholder's substantial holding increases or decreases by more than 2% of the total votes in a company or where a person ceases to have a substantial holding.

The Corporations Act provides that a shareholder has a "substantial holding" if that person's (and that person's associates) have a relevant interest in 5% or more of the voting shares in the company. The Corporations Act requires a shareholder who is a substantial shareholder in a listed company to give written notice in the prescribed form to the company and ASX within 2 business days or, if there is a takeover bid for the company, by 9.30am on the next trading day of the ASX, after the person becomes aware that they have become a substantial shareholder.

Similar notification requirements apply in the event that a shareholder's substantial holding increases or decrease by more than 1% of the total votes in a company or where a person ceases to have a substantial holding.

Sale of Company’s Undertaking

Under the BCBCA, a company may sell, lease or otherwise dispose of all or substantially all of the undertaking of the Company only if it does so in the ordinary course of its business or if it has been authorized to do so by a special resolution passed by the majority of votes that the Articles of the company specify is required for the Company to pass a special resolution at a general meeting, if that specified majority is at least two-thirds and not more than three-quarters of the votes cast on the resolution or, if the Articles do not contain such a provision, a special resolution passed by at least twothirds of the votes cast on the resolution.

There is no similar provision in the Corporations Act.

Amendments to the Charter Documents of the Company

Any substantive change to the corporate charter of a company under the BCBCA, such as an alteration of the restrictions, if any, of the business carried on by the Company, a change in the name of the company or an increase or reduction of the authorized capital of the company requires a special resolution passed by not less than two-thirds of the votes cast by shareholders voting in person or by proxy at a general meeting of the company, unless another type of majority is specified in its Articles. If provided in the company’s Articles, the company may by resolution of the directors authorize a change in the name of the company. Other fundamental changes such as an alteration of the special rights and restrictions attached to issued shares, or a proposed amalgamation or continuation of a company out of the jurisdiction, also require a special resolution passed by not less than two-thirds of the votes cast by the holders of shares of each class entitled to vote at a general meeting of the company. The holders of all classes of shares adversely affected by an alteration of special rights and restrictions must vote by separate class votes.

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The Corporations Act requires certain matters to be resolved by at least 75% of the votes cast by members entitled to vote on matters including any amendment or repeal of the constitution. In relation to variation of rights attached to shares, if the constitution does not set out the procedure for varying those rights, at least 75% of the votes in the class being varied, must consent to such variation.

Rights of Dissent and Appraisal

The BCBCA provides that shareholders who dissent to certain actions being taken by a company may exercise a right of dissent and require the company to purchase the shares held by such shareholder at the fair value of such shares. The dissent right is applicable where the company proposes to:

• (a) alter the restrictions on the powers of the company or on the business it is permitted to carry on;

• (b) adopt an amalgamation agreement or approve an amalgamation;

• (c) approve an arrangement if the terms of the arrangement provide dissent rights;

• (d) authorize the sale of all or substantially all of the company's undertaking;

• (e) authorize the continuance of the company into another jurisdiction; or

• (f) take any other action if the resolution by its terms gives a right to dissent.

Under the Corporations Act, shareholders do not have such a right. The only provisions dealing with compulsory acquisition by the company is following a takeover bid or buy out provisions following a successful takeover bid.

Oppression Remedies

Under the BCBCA a shareholder of a company has the right to apply to court on the grounds that the company is acting or proposes to act in a way that is prejudicial to the shareholder. On such an application, the court may make such order as it sees fit including an order to prohibit any act proposed by the company.

The Corporations Act provides that a present member, former member of the company (where the application relates to the circumstances in which they ceased to be a member), or a person the Australian Securities and Investments Commission thinks is appropriate, can apply to a court that the matter being complained of be rectified where it is established that the conduct of the company’s affairs, an actual or proposed act or omission by or on behalf of a company, or a resolution, or proposed resolution, of members or a class of members of a company is either contrary to the interests of the members as a whole, or oppressive to, unfairly prejudicial to, or unfairly discriminatory against, a member or members whether in that capacity or in any other capacity.

Shareholder Derivative Actions

Under the BCBCA, a shareholder or director of a company may, with judicial leave, bring an action in the name and on behalf of the company to enforce an obligation owed to the company that could be enforced by the company itself or to obtain damages for any breach of such an obligation.

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The Corporations Act also provides a broad statutory right to take derivative action. A member, former member, or person entitled to be registered as a member of the company or of a related body corporate, or an officer or former officer of the company may bring proceedings on behalf of a company, or intervene in any proceedings to which the company is a party for the purposes of taking responsibility on behalf of the company for those proceedings, or for a particular step in those proceedings (for example, compromising or settling them) if granted leave by a court.

Requisition of Meetings

The BCBCA provides that one or more shareholders of a company holding at least 1/20 of the issued voting shares of a company may give notice to the directors requiring them to call and hold a general meeting.

The Corporations Act provides a similar right with members with at least 5% of the votes that may be cast on the resolution, or at least 100 members who are entitled to vote at a general meeting, may require the directors to call, and arrange to hold, a general meeting.

Form of Proxy and Information Circular

The requirement for reporting issuers to provide a notice of a general meeting, a form of proxy and an information circular containing prescribed information regarding the matters to be dealt with at, and the conduct of the general meeting is now governed by Securities Legislation and is not governed by the BCBCA.

Under the Corporations Act, similar provisions apply where it is a mandatory rule for public companies that any person may appoint a proxy.

If a member is entitled to appoint a proxy, the notice of the meeting must contain a statement containing prescribed information regarding the general nature of the meetings business, and information regarding proxy votes. Further, for companies listed on the Australian Securities Exchange and incorporated in Australia, there is a special statutory requirement that in a notice of meeting of members of the company, the company must specify a place and fax number and may specify an electronic address for the purposes of receipt of proxy appointments.

Place of Meetings

Under the BCBCA, general meetings of a company are to be held in British Columbia or in any location outside British Columbia that is either (i) specified in the company’s Articles (ii) approved by the resolution required by the Company’s Articles for that purpose or (iii) approved in writing by the Registrar of Companies.

The Corporations Act provides that a meeting of the members of a company must be held at a reasonable time and place.

Directors

The BCBCA provides that a reporting corporation must have a minimum of three directors but does not impose any residency requirements on the directors.

The Corporations Act provides that a public company must have at least three directors with at least two of the directors ordinarily residing in Australia.

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Pre-Emptive Rights

The BCBCA provides that existing shareholders have pre-emptive rights in respect of share issuances if the articles so provides. The Articles of the Company do not provide for such pre-emptive rights.

The Corporations Act does not provide any similar rights.

Rights of Inspection

Under the Corporations Act, a member of the company, can make an application to the Court authorizing the applicant to inspect the books of the company.

Remuneration Report Resolution

Once the Company is registered as an Australian company under the Corporations Act, the Corporations Act will require the Company as a listed company to put a resolution to shareholders at annual general meetings that the remuneration report in the Company's annual report be adopted. The vote on this resolution is advisory only and does not bind the Board or the Company. However, if 25% or more of votes that are cast are voted against the adoption of the remuneration report at 2 consecutive annual general meetings, shareholders will be required to vote at the second of those meetings on a resolution (a spill resolution) that another meeting be held within 90 days at which all of the directors (other than the managing director) must go up for re-election.

Rights of Dissent - Continuance

Shareholders are entitled to the dissent rights set out in the BCBCA and to be paid the fair value of their Common Shares if such Shareholder dissents to the Continuance and the Continuance becomes effective. Neither a vote against the Continuance Resolution, nor an abstention or the execution or exercise of a proxy vote against such resolution will constitute notice of dissent, but a Shareholder need not vote against such resolution in order to dissent. A Shareholder must dissent with respect to all Common Shares either held personally by him or on behalf of any one beneficial owner and which are registered in one name. A brief summary of the provisions of the dissent rights of Shareholders under the BCBCA is set out below.

Persons who are beneficial owners of Common Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that ONLY A REGISTERED SHAREHOLDER IS ENTITLED TO DISSENT. A Shareholder who beneficially owns Common Shares but is not the registered holder thereof, should contact the registered holder for assistance.

In order to dissent, a Shareholder must send to the Company in the manner set forth below, a written notice of objection (the “Objection Notice”) to the Continuance Resolution. On the action approved by the Continuance Resolution becoming effective, the making of an agreement between the Company and the dissenting Shareholder as to the payment to be made for the dissenting Shareholder’s Common Shares or the pronouncement of an order by the Court, whichever first occurs, the Shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of his Common Shares in an amount agreed to by the Company and the Shareholder or in the amount of the judgment, as the case may be, which fair value shall be determined as of the close of business on the last business day before the day on which the resolution from which the dissent was adopted. Until any one of such events occurs, the Shareholder may withdraw his dissent or the Company may rescind the resolution and in either event, the proceedings shall be discontinued.

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If the Continuance is approved, the dissenting Shareholder who sent an Objection Notice, or the Company, may apply to the Court to fix the fair value of the Common Shares held by the dissenting Shareholder and the Court shall make an order fixing the fair value of such Common Shares, giving judgment in that amount against the Company in favour of the dissenting Shareholders and fixing the time by which the Company must pay that amount to the dissenting Shareholder. If such an application is made by a dissenting Shareholder, the Company shall, unless the Court otherwise orders, send to each dissenting Shareholder a written offer (the “Offer to Purchase”) to pay to the dissenting Shareholder, an amount considered by the directors of the Company to be the fair value of the subject Common Shares, together with a statement showing how the fair value of the subject Common Shares was determined. Every Offer to Purchase shall be on the same terms. At any time before the Court pronounces an order fixing the fair value of the dissenting Shareholder’s Common Shares, a dissenting Shareholder may make an agreement with the Company for the purchase of his Common Shares, in the amount of the Offer to Purchase, or otherwise. The Offer to Purchase shall be sent to each dissenting Shareholder within 10 days of the Company being served with a copy of the originating notice. Any order of the Court may also contain directions in relation to the payment to the Shareholder of all or part of the sum offered by the Company for the Common Shares, the deposit of the certificates representing the Common Shares, and other matters.

If the Company is not permitted to make a payment to a dissenting Shareholder due to there being reasonable grounds for believing that the Company is or would after the payment be unable to pay its liabilities as they become due, or the realizable value of the Company’s assets would thereby be less than the aggregate of its liabilities, then the Company shall, within ten days after the pronouncement of an order, or the making of an agreement between the Shareholder and the Company as to the payment to be made for his Common Shares, notify each dissenting Shareholder that it is unable lawfully to pay such dissenting Shareholders for their shares.

Notwithstanding that a judgment has been given in favour of a dissenting Shareholder by the Court, if the Company is not permitted to make a payment to a dissenting Shareholder for the reasons stated in the previous paragraph, the dissenting Shareholder by written notice delivered to the Company within 30 days after receiving the notice, as set forth in the previous paragraph, may withdraw his Objection Notice in which case the Company is deemed to consent to the withdrawal and the Shareholder is reinstated to his full rights as a Shareholder, failing which he retains his status as a claimant against the Company to be paid as soon as it is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the Company but in priority to its Shareholders.

In order to be effective, a written Objection Notice must be received by the Company’s registered and records office at Salley Bowes Harwardt Law Corp., 1750 – 1185 West Georgia Street, Vancouver, British Columbia, V6E 4E6, or by the Chairman of the Meeting, prior to the commencement or recommencement thereof.

The foregoing summary does not purport to provide a comprehensive statement of the procedures to be followed by a dissenting Shareholder who seeks payment of the fair value of his common shares. The BCBCA requires strict adherence to the procedures established therein and failure to do so may result in the loss of all dissenters’ rights.

Accordingly, each Shareholder who might desire to exercise the dissenters’ rights should carefully consider and comply with the provisions of the section and consult such shareholders’ legal advisor.

The directors of the Company may elect not to proceed with the Continuance if any notices of dissent are received.

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New Constitution

As part of the Continuance Resolution, effective on the date of Continuance of the Company in Western Australia, the Company will adopt the Constitution in substitution for the existing Notice of Articles and Articles of the Company.

The Constitution is a constitution suitable for an Australian registered company. As an Australian registered company, the Company will be subject to the Corporations Act. The material differences between the Corporations Act and the relevant legislation in British Columbia are set out above.

Some of the material provisions of the Constitution are set out below.

Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at a general meeting of members every member has one vote on a show of hands and one vote per Share on a poll. The person who holds a share which is not fully paid shall be entitled to a fraction of a vote equal to that proportion of a vote that the amount paid on the relevant share bears to the total issue price of the share. Voting may be in person or by proxy, attorney or representative.

Dividends

Subject to the rights of holders of shares issued with any special rights (at present there are none), the profits of the Company which the Board may from time to time determine to distribute by way of dividend are divisible to each share of a class on which the Board resolves to pay a dividend in proportion to the amount for the time being paid on a share bears to the total issue price of the share.

Future Issues of Securities

Subject to the Corporations Act and the ASX Listing Rules, the directors may issue shares and grant options over shares in the Company at any time and on the terms that the directors may resolve and a share may be issued with preferential or special rights.

Meetings and Notices

Each shareholder is entitled to receive notice of, and to attend, general meetings for the Company.

Shareholders may requisition meetings in accordance with the Corporations Act.

Election of Directors

Subject to an alteration by Shareholder approval, the Company must have at least 3, and not more than 10, directors. At every annual general meeting one third of the directors (rounded down to the nearest whole number) must retire from office. If the Company has less than 3 directors, one director must retire from office.

Indemnities

To the extent permitted by law the Company must indemnify each past and present director and secretary against any liability incurred by that person as an officer of the Company and any legal costs incurred in defending an action in respect of such liability.

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A copy of the new Constitution is available on the Company's website at www.shmining.com.au. A copy will be available for inspection at the meeting. Further, a copy of the new Constitution will also be sent to shareholders free of charge on request prior to the meeting.

Unless otherwise directed, it is the intention of the Management Designees to vote proxies in favour of the special resolution approving the Continuance. In order to be effective, the special resolution in respect of the approval of the Continuance requires approval of a sixty-six and two-thirds (66[2] /3%) percent of the votes cast by Shareholders who vote in respect to such special resolution.

2. APPROVAL TO GRANT STOCK OPTIONS TO DIRECTORS

The Company listed on ASX Limited ("ASX") on January 5, 2010. In the initial public offer prospectus of the Company on December 3, 2009 the Company summarised the terms of a stock option plan for the issue of options to acquire Shares ("Options") to eligible employees including directors.

On July 30, 2012, subject to Shareholder approval, the Board of Directors of the Company agreed to grant 1,950,000 Options to directors under the stock option plan for eligible employees.

Approval to grant the Options is the subject of resolutions 2 to 7. As the Company is listed on ASX, Shareholder approval is required because each of the parties is a director of the Company.

The Options have an exercise price of A$0.21 (21 cents) and an expiry date of December 31, 2014. 50% of the Options will vest on December 31, 2012 and 50% of the Options will vest on July 1, 2013.

ASX Listing Rule 10.14

ASX Listing Rule 10.11 provides that a company must not issue securities to a director of the company under an employee incentive scheme unless the issue has been approved by shareholders by ordinary resolution. If approval is given by shareholders under ASX Listing Rule 10.14, separate shareholder approval is not required under ASX Listing Rule 10.11.

ASX Listing Rule 10.14 provides that a company must not permit a director or an associate of a director to acquire securities under an employee incentive scheme without shareholder approval.

Under Resolutions 2 to 7, the Company seeks approval from Shareholders for the issue of Options to directors who are each related parties of the Company.

For the purposes of ASX Listing Rule 10.15, the following information is provided:

• (a) The Options will be issued to Trevor Tennant (700,000), David Craig (400,000), James Pearson (400,000), Richard Billingsley (150,000), John Tarrant (150,000) and Andrés Hevia (150,000) as directors.

• (b) The maximum number of Options that will be issued to all the related parties is 1,950,000 Options.

• (c) No monetary consideration is payable for the issue of the Options.

• (d) No securities have to date been issued to related parties under the stock option plan since the last Shareholder approval on 18 April 2011.

• (e) All the directors are entitled to participate in the stock option plan.

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• (f) No loans will be provided to directors in relation to the issue of the Options.

• (g) The Options will be issued no later than 12 months after the date of Shareholder approval.

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

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, 2011. 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

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 3rd day of August 2012.

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

__________ DAVID CRAIG Chairman

SOUTHERN HEMISPHERE MINING LTD

ARBN 140 494 784

Lodge your vote:

By Mail:

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

T 000001 000 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

 For your vote to be effective it must be received by 4.00pm (AWST) Wednesday 5 September 2012

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 at 3 August 2012 entitles you to one vote.

You can vote by completing, signing and returning your 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





View your securityholder information, 24 hours a day, 7 days a week: www.investorcentre.com

Your secure access information is:

Review your securityholding SRN/HIN: I9999999999 Update your securityholding

 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 broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999

I ND

CDI Voting Instruction Form

Please mark to indicate your directions

CHESS Depositary Nominees will vote as directed

XX

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 General Meeting of Southern Hemisphere Mining Ltd to be held at Suite 1750 - 1185 West Georgia Street, Vancouver, British Columbia V6E 4E6 on Monday, 10 September 2012 at 4.00pm (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.

Items of Business

 PLEASE NOTE: If you mark the Abstain box for an item, you are directing CHESS Depository Nominees Pty Ltd or their appointed 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.

Resolution 1 Continuation from British Columbia to Western Australia

Resolution 2 Approval to Grant Stock Options to Trevor Tennant

Resolution 3 Approval to Grant Stock Options to David Craig

Resolution 4 Approval to Grant Stock Options to James Pearson

Resolution 5 Approval to Grant Stock Options to Richard Billingsley

Resolution 6 Approval to Grant Stock Options to John Tarrant

Resolution 7 Approval to Grant Stock Options to Andrés Hevia

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SIGN

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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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