Hawthorn Resources Limited June 2009 Quarterly Report

ASX Release 28 July 2009 Hawthorn Resources Limited

ABN June 2009 Quarterly Report 44 009 157 439

Hawthorn Resources Limited

Level 2, 90 William St Melbourne VIC 3000 Tel: +61 3 9605 5950 Fax: +61 3 9605 5999 Email: [email protected] www.hawthornresources.com

Operational Highlights: Directors

• Mt Bevan Iron Project, WA – additional drilling at Mt Mason extension. Mr Mark Gregory Kerr Results include: (Chairman) 28 metres @ 57.9 % Fe; and 12 metres @ 57.1 % Fe Mr Mark Edward Elliott This extends the Mt Mason haematite orebody of Jupiter Mines Limited (Non Exec. Director) further into the Hawthorn Resources tenement

• New haematite rich horizon identified 6.0 kilometres north of Mt Mason Dr David Tyrwhitt mineralisation. Results to (Non Exec. Director) 8 metres @ 56.0 % Fe from initial, shallow drilling. Horizon identified for over 2.5 kilometres along Senior Management strike

• Anglo Saxon mineralisation in the South Laverton Zone, WA – gold Mr Ian Moody bearing waste dumps identified (Exploration Manager) • Infill sampling of syenite-intrusion associated gold targets in South Mr Tony Amato Laverton Zone, .

(Chief Financial Officer) Introduction Mr Mourice Garbutt The Hawthorn Resources Limited group of companies (“Hawthorn”) is an (Company Secretary) Australian diversified base metal and gold explorer with significant strategic tenement holdings throughout the Eastern Goldfields of Western Australia, South Australia and Queensland.

Exploration continues to be focused at the Mt Bevan Iron ore project and on the ASX Symbol: HAW company’s prospective and extensive gold tenements in the South Laverton gold zone of Western Australia. Exploration is planned to resume at the company’s Clarke River uranium project in Queensland during the quarter. Joint Ventures, operated by committed ASX and TSX listed partners, continue to provide leverage to discovery throughout project areas in West and South Australia. 1 Hawthorn Resources Limited June 2009 Quarterly Report

Mount Bevan Project – Western Australia Hawthorn Resources 100%

The project is focused on tenement E29/510 approximately 100 kilometres west of Leonora, Western Australia which extends northwards along strike from the “Mt Mason Iron Ore Resource” (5.75 Mt @ 59.9% Fe) of Jupiter Mines Limited (‘Jupiter’).

Exploration by Hawthorn at Mt Bevan has identified widespread, outcropping and sub- outcropping haematite and magnetite mineralisation in a package of BIF’s, interbedded shales, other sediments, mafic volcanics and intrusives that extend in a north westerly orientation through the entire strike length of tenement E29/510 – a distance of over 25 kilometres. Figure 1 and 2.

Figure 1. Mt Bevan Area – Location Plan

A further short RC drill program was completed during May 2009 (22 holes / 1945 metres).

The program, of predominantly angled RC holes, was designed to:

• test strike extensions of the Mt Mason haematite orebody in the southern portion of the tenement, • initially test a newly identified horizon of weakly outcropping haematite mineralisation and • infill drilling on extensive footwall magnetite iron formation zones.

2 Hawthorn Resources Limited June 2009 Quarterly Report

Mt Mason Extension

Further holes were drilled along the northern strike extension of the Mt Mason orebody of Jupiter Mines Limited where an inferred resource of 5.75 Mt @ 59.9% Fe has been reported.

Previous drilling by Hawthorn intersected broad, relatively shallow zones of haematite mineralisation including

• 40 metres @ 61.2% Fe from 48 metres • 17 metres @ 57.2% Fe from 37 metres • 24 metres @ 58.2 % Fe from 59 metres directly along strike of the Mt Mason resource of Jupiter Mines Limited.

The current program has intersected the interpreted extension of the Mt Mason mineralised body approximately 120 metres along strike, within Hawthorn’s tenement in a section of angled drillholes, including drillholes MNC073 and MNC077. In addition a new hanging-wall zone of lower grade haematite mineralisation has been identified in drillhole MNC007B.

Table 1. Haematite / Geothite / Magnetite zones intersected May 2009 – Mt Mason Extension

Drillhole From To Interval Fe % SiO2% Al2O3 P % LOI % MNC007B 12 18 6 48.1% 10.9 8.2 0.042 10.5 68 84 16 53.6% 19.9 1.3 0.031 2.09 126 136 10 54.3% 18.2 0.9 0.130 -0.6 MNC073 14 30 16 48.6% 10.5 6.9 0.044 11.9 78 106 28 57.9% 9.8 2.8 0.096 4.07 108 110 2 52.6% 17.0 4.0 0.077 3.05 112 118 6 57.2% 12.8 1.7 0.073 3.30 MNC077 84 96 12 57.1% 15.4 0.9 0.015 1.69 102 108 6 56.0% 16.3 1.1 0.230 2.25 128 138 10 58.8% 13.1 0.8 0.050 0.69

All assays – Ultratrace, Perth – Scheme XRF-FeOreSuite1 All samples collected at 2 metre intervals and vibro-riffle split direct from cyclone Hole locations and orientation in Appendix1

Attempts to further intersect the interpreted strike of the main Mt Mason mineralised zone were hampered by drillsite access and ground condition issues.

Flat lying zones of haematite and goethite continue to be intersected in a 10-15 metre thick, pervasive layer above the primary, high grade haematite mineralisation at Mt Mason.

These flat-lying zones of haematite-geothite mineralisation (which have also been identified in several other palaeo-channel type positions throughout the tenement area) are believed to be similar to channel iron deposits and may represent a near surface resource of iron ore fines that can be further upgraded by simple dry screening.

3 Hawthorn Resources Limited June 2009 Quarterly Report

Bulk samples of RC chips from this layer are to be submitted shortly to Amdel Metallurgical Laboratories, Perth for screen, gravity spiral and other beneficiation testwork.

If this material can be simply upgraded to a saleable iron ore product it may significantly improve the economic viability of future mining operations in the district. At Mt Mason, in particular, the layer would require excavation prior to exploitation of the primary haematite mineralisation in any mining scenario – adding significant resource tonnage and reducing overall mining costs.

Results from this testwork are expected during the September Quarter.

Figure 2. Mt Mason Mineralised Zone

New Haematite-rich Horizon

During the current program a newly identified horizon of weakly outcropping haematite mineralisation was drill tested. The zone, interpreted to extend for over 2.8 kilometres of strike length, was tested by several shallow RC holes in positions accessible from existing tracks only.

Most holes from this program intersected the target haematite rich iron formation horizon with anomalous results recovered as below.

4 Hawthorn Resources Limited June 2009 Quarterly Report

Table 2. Mineralised zones intersected May 2009 – Mt Bevan Area

Drillhole From To Interval Fe % SiO2% Al2O3 P % LOI % MBC910 6 17 11 50.0% 12.0 8.3 0.022 7.41 MBC911 18 26 8 56.0% 8.7 4.1 0.023 6.60 MBC913 2 8 6 49.5% 10.8 6.1 0.028 11.1 MBC914 2 6 4 50.5% 9.5 5.8 0.000 11.8 MBC915 18 24 6 52.2% 16.7 2.8 0.010 5.39

All assays – Ultratrace, Perth – Scheme XRF-FeOreSuite1 All samples collected at 2 metre intervals and vibro-riffle split direct from cyclone Hole locations - Appendix1. All holes drilled -60°

In particular the haematite rich, shallow intersections returned from adjacent drillholes MBC910 and MBC911 have indicated that at least two sub-parallel horizons of mineralisation are associated with this newly identified zone of mineralisation.

A further hole, MBC902, drilled approximately 250 metres to the south of the MBC910 and MBC911 results, also intercepted the target horizons over similar widths, however samples from this hole were contaminated during transport and required resubmission for assay. The entire extent of this newly identified haematite horizon is being re- examined to optimise future drilling programs.

Hawthorn is investigating simple dry screening beneficiation options of this extensive, weathered, near surface haematite rich material in conjunction with other metallurgical testwork described above.

Magnetite Iron Formation unit

Five further RC holes were drilled intersecting the known and strike extensive “footwall” magnetite iron formation unit. These extra drill holes have confirmed both the strike continuity (over 5.0 kilometres drilled to date) and width (over 80 metres true width) of this substantial sub-outcropping zone. Davis Tube and other metallurgical testworks are being considered to further assess options associated with this unit.

Discussion and Corporate Issues

Hawthorn is encouraged by the results of this most recent program as they clearly demonstrate the continuity of the known Mt Mason orebody into Hawthorn’s tenement package. The current drilling has enhanced the potential viability of this orebody – the largest haematite mineralised body currently identified in the Central Yilgarn to date.

In addition the discovery of new zones of haematite mineralisation, distant from Mt Mason, highlights the significant potential of the remainder of Hawthorns Mt Bevan tenements to host haematite orebodies with limited surface exposure.

Exploration in the upcoming months will be focused on expanding newly identified haematite mineralised zones, distant to Mt Mason and discovery of further such zones of haematite.

5 Hawthorn Resources Limited June 2009 Quarterly Report

In response to investor and shareholder enquiries relating to media commentary by Jupiter Mines Limited (“Jupiter”) and Pallinghurst plc (“Pallinghurst”), who hold a controlling interest in Jupiter, with regards to the Central Yilgarn Iron Ore District and in particular Hawthorn’s Mt Bevan Iron Ore Project, the company released a corporate update to the ASX on the 20th July 2009.

The announcement clarifies that Hawthorn has had discussions with Jupiter / Pallinghurst and other industry participants regarding the regional development of iron ore deposits in the Central Yilgarn, however these discussion have been informal in nature.

South Laverton Gold Exploration – Western Australia incorporating Triumph, Savannah, Yundamindera, Pinjin, and Deep South Projects (Hawthorn 100%),(Hawthorn Resources 80%, Avoca Resources 20%),(Hawthorn Resources earning 80%, Great Southern Mines 20%). Figure 3

Hawthorn Resources’ South Laverton Gold Exploration Zone incorporates tenements and joint venture held by Hawthorn Resources in the eastern goldfields of Western Australia.

Figure 3 – Eastern Goldfields of Western Australia, Project Locations

6 Hawthorn Resources Limited June 2009 Quarterly Report

The tenement package, of over 1,100 km², extends from the south shore of Lake Carey to the historic Pinjin Mining Centre and is surrounded by a number of major gold mines, deposits and advanced resources including Sunrise Dam, Red October, Carosue Dam, Safari Bore, Deep South and the Porphyry group of deposits. In addition major structural features known to be associated with gold mineralisation throughout the district including the Pinjin and Claypan Dam Faults traverse the tenement package.

High priority gold targets have continued to be assessed during the quarter. In particular a series of interpreted syenitic intrusions in the Yundamindera and Triumph Project areas have been assessed geologically and by auger drilling programs. Follow-up RAB and RC drilling programs are scheduled upon receipt of assay data.

Figure 4 – South Laverton Gold Zone

Hawthorn considers this unique tenement package, with substantial existing gold targets, as a continuing focus for 2009 exploration.

7 Hawthorn Resources Limited June 2009 Quarterly Report

Trouser Legs Project – Western Australia Trouser Legs Joint Venture (Hawthorn Resources 70%, Gel Resources 30%) incorporating the Anglo Saxon gold project. Figure 3 and 4.

The Trouser Legs project is located 130 km north east of Kalgoorlie and is centred on the historic Pinjin Mining centre.

A re-assessment by Hawthorn and Gel Resources of the economic potential of gold mineralisation at the historic Anglo Saxon Mine has identified a zone of intensely drilled (maximum drill spacing of 20 metre x 20 metre), near surface oxide gold mineralisation in the uppermost portions of the Anglo Saxon mineralised system.

A portion of this east dipping layer passes beneath a waste dump (± 0.5 Mt) that may be amenable to treatment. Historic Aircore drilling of this dump in the early 1990’s returned composite grades of between 0.2 – 1.0 g/t Au, whilst a smaller dump (± 0.1 Mt) to the north of the mineralised zone returned an average composite grade of 0.8 g/t Au from five completed drillholes.

Exploration during the upcoming quarter will assess the tonnage and treatment options of this excavated gold bearing material.

Additional exploration has been focused on inadequately tested shallow, high grade mineralised zones known throughout the Joint Venture area. Drilling programs to be carried out during September will test the continuity and strike potential of open mineralised zones at the Wessex (8.0 metres @ 7.36 g/t Au from 32 metres depth), Harbour Lights South East (9.0 metres @ 3.55 g/t Au from 21 metres depth) and Exile (5.0 metres @ 31.1 g/t Au from 21 metres) prospects.

Deep South Project – Western Australia (Hawthorn Resources 100% and Hawthorn Resources 80%, Avoca Resources 20%). Figure 3 and 4.

The project area (consisting of 5 Exploration Licence’s and 4 Prospecting Licence’s) lies directly along strike to the south of the non-operational Deep South Mine approximately 170 km north east of Kalgoorlie. The opencut gold mine was operated 2004 and 2005 by Sons of Gwalia and Mines Limited.

The mine is currently owned by Saracen Mineral Holdings Limited (‘Saracen’) and hosts a reported opencut and underground Indicated and Inferred Resource of approximately 196,000 ounces of gold.

High resolution, proprietary 40 metre line spaced aeromagnetic data has been acquired in this project area in an effort to optimize target selection for upcoming RC drilling programs. In addition an issue regarding the tenure of one of two joint venture tenements in the project area has emerged. Drilling programs on this individual tenement have been delayed pending resolution of this issue, however the planned drilling programs on adjoining tenements remain unaffected and are scheduled to commence upon completion of aeromagnetic data interpretation.

8 Hawthorn Resources Limited June 2009 Quarterly Report

Yundamindera Project – Western Australia (Hawthorn Resources 100% and Hawthorn Resources 80%, Avoca Resources 20%). Figure 3 and 4.

This project area lies in close proximity to the operating Sunrise Dam and historic Butcher Well and Red October gold mines on the southwest shore of Lake Carey, approximately 170 kilometres north east of Kalgoorlie.

Exploration during the quarter has focused on identifying interpreted syenitic intrusions that occur associated with prominent magnetic anomalies throughout the project area. This style of intrusion, with associated alteration haloes, is known as a significant host of gold mineralisation within the Laverton district with the best known examples the major Wallaby (+5 Moz) and Jupiter (+0.2 Moz) Mines occurring to the north of the project area

Several mineralised intrusions of similar chemistry to the Wallaby Deposit are known within and adjacent to the project area. Immediately to the east of the project area the outcropping Tin Dog Flat syenite intrusion has returned anomalous drill hole intersections ranging up to 8 metres @ 10.5 g/t Au within large, lower grade gold haloes. Exploration by Hawthorn’s precursor company during 2003 returned drill intersections to 19 metres @ 2.75 g/t Au within smaller syenitic dykes in the south of the project area, however little continuity of grade was encountered.

A re-interpretation of aeromagnetic data covering the project area has identified four discrete anomalies with a similar magnetic signature to known syenitic intrusions and a limited history of sampling. A program of 527 auger sampling holes has been collected over these anomalies with results due in early August.

Triumph and Savannah Project – Western Australia (Hawthorn Resources 100% and Hawthorn Resources 80%, Avoca Resources 20%). Figure 3 and 4.

In conjunction with exploration for syenite associated gold mineralisation in the Yundamindera Project area (as above), a review of similar targets in the Triumph and Savannah Project areas has been undertaken. One further syenite-like aeromagnetic target was identified, while a further four zones of strongly anomalous existing broad spaced gold geochemistry were identified.

Auger sampling has again been undertaken with 501 samples collected. Results from this program are due in early August

Clarke River Uranium Project – Queensland (Northern Resources Australia - 100% owned subsidiary of Hawthorn Resources)

The drilling program designed to follow up the strongly anomalous U drilling results (to 2 metres @ 0.08% U) in this project area remains to be completed.

Access to the project area, 150 kilometres west of Townsville, Queensland is now available for light vehicles, ensuring that progress can be made towards completion of proposed drilling programs in the Expedition Creek and other nearby prospect areas.

9 Hawthorn Resources Limited June 2009 Quarterly Report

Following a review of the project area during the quarter, three non-core tenements were relinquished. In addition an independent review of the carrying value of the Clarke River Project area was undertaken along with all other Hawthorn Resources assets as a part of the statutory required annual review for the June 2009 Financial Statement.

The independent review report, which has now been received, has indicated that there has been a significant impairment to the carrying value of these tenements which is described in the corporate section of the report.

Joint Ventures

Lake Rebecca Joint Venture – Western Australia (Newmont Australia 90%, Hawthorn Resources 10%). Figure 3

This joint venture between Newmont Australia and Hawthorn Resources covers tenements within the Wild Dog Dam Project area on the southern margin and within Lake Rebecca, Western Australia.

Newmont has completed a detailed PalaeoDTM model of the palaeochannel systems in Lake Rebecca during the quarter. This model, utilized all existing geophysical and geomorphological data at hand, and will in part guide future exploration in the Joint Venture area.

Erayinia Joint Venture – Western Australia (ABM Resources 70%, Hawthorn Resources 30%). Figure 3

The Erayinia Joint Venture is centred approximately 130 kilometres south east of Kalgoorlie, Western Australia. The joint venture is managed by ABM Resources NL (“ABM”) who have earned 70% equity in the project area by exploration expenditure. Exploration by ABM Resources from 2005 onwards has confirmed the presence of significant zinc rich VMS mineralisation at the King prospect with a further twenty-five drill targets identified within the project area. ABM have reported that compilation of existing datasets has continued and that

Whiteheads Joint Venture – Western Australia (Quantum Resources 80%, Hawthorn Resources 20%). Figure 3

Quantum Resources have reported that no work was undertaken on the Whiteheads JV tenements during the quarter.

East Kimberley Joint Venture – Western Australia (Thundelarra 80%, Hawthorn Resources 20%)

Thundelarra have reported that while no new exploration was undertaken on the East Kimberley Joint Venture during the quarter – a process of internal data review has been undertaken.

10 Hawthorn Resources Limited June 2009 Quarterly Report

Subsequent to the end of the quarter Thundelarra have reported that a major strategic exploration agreement had been signed with Pindan Exploration Company Pty Ltd (a wholly owned subsidiary of Panoramic Resources Limited). The tenement subject to the East Kimberley Joint Venture has been assigned into this new exploration initiative with Hawthorn’s 20% interest carried forward.

Mt Carulina Joint Venture – Western Australia (Caldera 75%, Hawthorn Resources 25%) Caldera have reported that no work was undertaken on the Mt Carulina JV tenement during the quarter.

Mt. Sarah & Mt. Narlee - South Australia (Caldera 50%, Ellendale 50%, Simbieri earning to 60%) Simbieri have reported that no work was undertaken on the Mt Carulina JV tenement during the quarter.

Corporate

1. Issued Securities

(i) Quoted shares and options – no change;

(ii) Unquoted options – under the terms of the Company’s Employee Share Option Plan the Company has granted a total of 2,500,000 June 2018 ESOP options with an exercise price of 10 cents an option. This grant increases the total of unquoted options on issue to 12,500,000 options.

2. Acquired Intangible Asset Valuation Review

Australian Accounting Standards (AASB 136) require companies to annually compare the carrying value of any acquired intangible assets to their recoverable amount. Arising from independent valuations of such assets the Directors, in making their determinations, must also consider external sources of information such as carrying values compared to the market capitalization of their company. If, arising from such valuations and consideration of external matters, there are indications that an assets carrying value has been impaired then Directors shall estimate the recoverable amount of the asset and charge the amount of the impairment to the annual Income Statement.

For the June 2009 annual review the Directors commissioned an independent valuation of the Clarke River Uranium Project located in Northern Queensland as held through the Ellendale Resources Pty Ltd group of controlled entities.

11 Hawthorn Resources Limited June 2009 Quarterly Report

The independent valuation report has now been received and has concluded that, based upon the Multiple Exploration Expenditure methodology, that the Clarke River Uranium Project has a current cash value of $240,000 as compared with the 2008 carrying value in the accounts of Ellendale Resources Pty Ltd of $15.7 million.

In view of the valuation report and the current market capitalization of the Company of between $10 and $12 million the directors have today resolved to decrease the carrying value of its investment in its controlled entities and, through the entities, these tenements to the current cash valuation of $240,000 after which the Company’s net consolidated asset position will closely reflect its market capitalization. The decrease in the asset carrying value has no cash impact upon the Company.

……………………….. Mourice R Garbutt Company Secretary

The information in this report that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Mr Ian Moody, who is a member of the Australasian Institute of Mining and Metallurgy and a full time consultant geologist with First Principle Mineral Exploration Company Pty Ltd. Mr Moody has sufficient experience as a geologist which is relevant to the style of mineralization and the type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 edition of the Australasian Code of Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Moody consents to the inclusion in this report of the matters based on his information in the form and context in which it appears. Attached is a copy of the Company’s Mining Exploration Entity Quarterly Report in accordance with Listing Rule 5.3.

12 Appendix 5B Mining exploration entity quarterly report

Rule 5.3 Appendix 5B

Mining exploration entity quarterly report

Introduced 1/7/96. Origin: Appendix 8. Amended 1/7/97, 1/7/98, 30/9/2001.

Name of entity HAWTHORN RESOURCES LIMITED

ABN Quarter ended (“current quarter”) 44 009 157 439 30 June 2009

Consolidated statement of cash flows Current quarter Year to date Cash flows related to operating activities (12 months) $A’000 $A’000 1.1 Receipts from product sales and related debtors - -

1.2 Payments for (a) exploration and (134) (1,329) evaluation (b) development - - (c) production - - (d) administration (164) (954) 1.3 Dividends received - - 1.4 Interest and other items of a similar nature 19 119 received 1.5 Interest and other costs of finance paid - - 1.6 Income taxes paid - - 1.7 Other (provide details if material) - GST (Refundable) 34 300

Net Operating Cash Flows (245) (1,864)

Cash flows related to investing activities 1.8 Payment for purchases of: (a)prospects - - (b)equity - - investments (c) other fixed - - assets 1.9 Proceeds from sale of: (a)prospects - - (b)equity - - investments (c)other fixed - - assets 1.10 Loans to other entities - - 1.11 Loans repaid by other entities - - 1.12 Other (provide details if material)

- - Net investing cash flows 1.13 Total operating and investing cash flows (245) (1,864) (carried forward)

+ See chapter 19 for defined terms.

30/9/2001 Appendix 5B Page 1

Appendix 5B Mining exploration entity quarterly report

1.13 Total operating and investing cash flows (245) (1,864) (brought forward)

Cash flows related to financing activities 1.14 Proceeds from issues of shares, options, etc. - - 1.15 Proceeds from sale of forfeited shares - - 1.16 Proceeds from borrowings - - 1.17 Repayment of borrowings - - 1.18 Dividends paid - - 1.19 Other (provide details if material) - - -- Net financing cash flows

Net increase (decrease) in cash held (245) (1,864)

1.20 Cash at beginning of quarter/year to date 2,143 3,762 1.21 Exchange rate adjustments to item 1.20 - - 1,898 1,898 1.22 Cash at end of quarter Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities Current quarter $A'000

1.23 Aggregate amount of payments to the parties included in item 1.2 146

1.24 Aggregate amount of loans to the parties included in item 1.10 -

1.25 Explanation necessary for an understanding of the transactions

Non-cash financing and investing activities 2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows

2.2 Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest

Financing facilities available Add notes as necessary for an understanding of the position.

+ See chapter 19 for defined terms.

Appendix 5B Page 2 30/9/2001 Appendix 5B Mining exploration entity quarterly report

Amount available Amount used $A’000 $A’000 3.1 Loan facilities

3.2 Credit standby arrangements

Estimated cash outflows for next quarter $A’000

4.1 Exploration and evaluation 300

4.2 Development -

Total 300

Reconciliation of cash Reconciliation of cash at the end of the quarter (as Current quarter Previous quarter shown in the consolidated statement of cash flows) to $A’000 $A’000 the related items in the accounts is as follows. 5.1 Cash on hand and at bank 288 333

5.2 Deposits at call 1,610 1,810

5.3 Bank overdraft - -

5.4 Other (provide details) - -

Total: cash at end of quarter (item 1.22) 1,898 2,143

Changes in interests in mining tenements

Tenement Nature of interest Interest at Interest at reference (note (2)) beginning end of of quarter quarter 6.1 Interests in mining tenements relinquished, reduced or lapsed See Attached

6.2 Interests in mining tenements acquired or increased See Attached

+ See chapter 19 for defined terms.

30/9/2001 Appendix 5B Page 3

Appendix 5B Mining exploration entity quarterly report

Issued and quoted securities at end of current quarter Description includes rate of interest and any redemption or conversion rights together with prices and dates.

Total number Number quoted Issue price per Amount paid up per security (see note security (see note 3) 3) (cents) (cents) 7.1 Preference +securities - - - - (description) 7.2 Changes during quarter (a) Increases - - - - through issues (b) Decreases through returns - - - - of capital, buy- backs, redemptions 7.3 +Ordinary securities 1,158,066,830 1,158,066,830 - -

7.4 Changes during quarter (a) Increases - - - - through issues (b) Decreases - through returns - - - of capital, buy- backs 7.5 +Convertible debt securities - - - - (description) 7.6 Changes during quarter (a) Increases - - - - through issues (b) Decreases through securities - - - - matured, converted 7.7 Options Exercise price Expiry date (description and 10,000,000 - $0.10 25 January, 2018 conversion 2,500,000 - $0.10 30 June, 2018 factor) 13,716,713 13,716,713 $1.25 22 September, 2010 13,569,422 13,569,422 $0.20 30 April, 2012 165,084,231 165,084,231 $0.10 28 February, 2013 7.8 Issued during 2,500,000 - $0.10 30 June, 2018 quarter 7.9 Exercised during - - - - quarter

7.10 Expired during - - - - quarter

7.11 Debentures - - (totals only) 7.12 Unsecured notes (totals - - only)

+ See chapter 19 for defined terms.

Appendix 5B Page 4 30/9/2001 Appendix 5B Mining exploration entity quarterly report

Compliance statement

1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 4).

2 This statement does give a true and fair view of the matters disclosed.

Sign here:...... Date: 28/07/2009 (Company secretary)

Print name: MOURICE GARBUTT

Notes

1 The quarterly report provides a basis for informing the market how the entity’s activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.

2 The “Nature of interest” (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items 6.1 and 6.2.

3 Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities.

4 The definitions in, and provisions of, AASB 1022: Accounting for Extractive Industries and AASB 1026: Statement of Cash Flows apply to this report.

5 Accounting Standards ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

======

+ See chapter 19 for defined terms.

30/9/2001 Appendix 5B Page 5

Appendix 5B Mining exploration entity quarterly report

HAWTHORN RESOURCES LIMITED ACN 009 157 439 CHANGES IN INTERESTS IN MINING TENEMENTS

6.1 Interests in Mining Tenements relinquished, reduced or lapsed

Tenement Project Nature of Interest at Interest at Interest [note beginning end of Reference (4)] of quarter quarter

NRA – Clarke River, Qld

EPM15512 Clarke River Surrendered 100.00% 0.00% EPM15531 Clarke River Surrendered 100.00% 0.00% EPM15532 Clarke River Surrendered 100.00% 0.00%

+ See chapter 19 for defined terms.

Appendix 5B Page 6 30/9/2001 Appendix 5B Mining exploration entity quarterly report

HAWTHORN RESOURCES LIMITED ACN 009 157 439 CHANGES IN INTERESTS IN MINING TENEMENTS

6.2 Interests in Mining Tenements acquired Or increased

Tenement Project Nature of Interest at Interest at Interest [note (4)] beginning end of Reference of quarter quarter

P40/1234 Melita Granted 0.00% 100% P40/1235 Melita Granted 0.00% 100% P40/1236 Melita Granted 0.00% 100% P40/1237 Melita Granted 0.00% 100% P40/1238 Melita Granted 0.00% 100% P40/1239 Melita Granted 0.00% 100% M31/441 Pinjin Granted 0.00% 100% 2.0% Nett P24/4319 Mt Carnage Granted 0.00% Smelter Royalty 2.0% Nett P24/4320 Mt Carnage Granted 0.00% Smelter Royalty 2.0% Nett P24/4321 Mt Carnage Granted 0.00% Smelter Royalty 2.0% Nett P24/4322 Mt Carnage Granted 0.00% Smelter Royalty 2.0% Nett P24/4323 Mt Carnage Granted 0.00% Smelter Royalty 2.0% Nett P24/4324 Mt Carnage Granted 0.00% Smelter Royalty 2.0% Nett P24/4325 Mt Carnage Granted 0.00% Smelter Royalty 2.0% Nett P24/4326 Mt Carnage Granted 0.00% Smelter Royalty 2.0% Nett P24/4327 Mt Carnage Granted 0.00% Smelter Royalty 2.0% Nett P24/4328 Mt Carnage Granted 0.00% Smelter Royalty 2.0% Nett P37/7494 Melita Granted 0.00% Smelter Royalty 2.0% Nett P37/7495 Melita Granted 0.00% Smelter Royalty

+ See chapter 19 for defined terms.

30/9/2001 Appendix 5B Page 7