Corporate Governance Statement

• ASX Recommendations
• Code of Conduct
• Board Charter
• Risk Management Policy, Compliance and Controls
• Audit and Compliance Charter
• Remuneration Policy
• Shareholder Communications Policy
• Continuous Disclosure Policy
• Share Trading Policy
• Safety Policy
• Environmental Policy
• Company's Privacy Statement
• Sexual Harrassment Policy
• Indigenous Peoples Policy

ASX Recommendations

The Company has adopted systems of control and accountability as the basis for the administration of corporate governance. To the extent they are applicable, the Company has adopted the Corporate Governance Principles and Recommendations ("Recommendations") as published by ASX Corporate Governance Council in August 2007 (2nd Edition).

"If Not Why Not" Report

The Board sets out below its "if not, why not" report in relation to those matters of corporate governance where the Company's practices depart from the Recommendations.

Recommendation 2 states that the majority of the Board should be independent Directors. The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the expense of the appointment of a majority of independent non-executive Directors. The Board considers that only Ms Tough is an independent Director. Mr Truelove is employed in an executive capacity and both Mr Buchhorn and Mr Strange are Directors of Polaris, a substantial shareholder in the Company.

The Board believes that the individuals on the Board can make, and do make, quality and independent judgements in the best interests of the Company on all relevant issues. Directors having a conflict of interest in relation to a particular item of business must absent themselves from the Board meeting before commencement of discussion on the topic.

Recommendations 2.4 and 2.6 state that the Board should establish a nomination committee and that the charter of the nomination committee should be disclosed. The Company does not have a separately established nomination committee or a specific nomination charter. Given the current size of the Board, the Board considers that this function is efficiently achieved with full Board support. Further, the Board has set out some of its nomination processes in its Board Charter.

Recommendations 4.1 and 4.2 states that the Board should establish an audit committee and structure it in accordance with the recommendation. The Board of Southern Cross Goldfields considers that the Board is not of sufficient size and neither are its affairs of sufficient complexity to warrant the establishment of an audit committee. Instead the functions of the audit committee are undertaken by the full Board. The Board has established an Audit and Compliance Charter to assist in monitoring control policies and procedures designed to safeguard company assets and to maintain the integrity of financial reporting.

Recommendation 8.1 states that the Board should establish a remuneration committee. The Board considers it is not of sufficient size and neither are its affairs of sufficient complexity to warrant the establishment of a remuneration committee. The functions of the remuneration committee are carried out by the full Board. The Board has adopted a Remuneration Policy and Charter to assist it to carry out its function when considering remuneration matters.

^ back to menu

Code of Conduct

It is Company policy that Southern Cross Goldfields Limited ("Southern Cross Goldfields") conducts its activities with honesty, integrity and high ethical standards. For Southern Cross Goldfields to conduct its activities with honesty, integrity and high ethical standards, it must have a Board, management and employees and agents who are committed to such standards.

The purpose of this Code of Conduct is to provide guidelines as to what behaviour the Company expects of its directors and employees. It applies to all Southern Cross Goldfields directors and employees. For the purposes of this Code, the term "employees" will include contractors and consultants engaged by Southern Cross Goldfields.

The standards of behaviour required of, and by, Southern Cross Goldfields are as follows:

Honesty and Integrity

People representing or working for Southern Cross Goldfields carry out their duties honestly and in a manner which is professional, fair and ethical.

Compliance with Applicable Laws

As a minimum, Southern Cross Goldfields carries out its activities, and people representing or working for Southern Cross Goldfields carry out their activities, in compliance with all laws applicable to those activities (in whichever jurisdiction that applies).

Compliance with Contracts

Southern Cross Goldfields honours its contractual commitments.

Business Expenses

Travel, entertainment and other business expenses are incurred in a reasonable and financially responsible manner.

Confidential Information and Intellectual Property

Southern Cross Goldfields' confidential technical, financial and commercial information is not divulged to others except to comply with the law or as required for the purpose of Southern Cross Goldfields' business. All employees who supply services to Southern Cross Goldfields must meet these standards. Furthermore, intellectual property created for Southern Cross Goldfields in the course of work for the Company, including by contractors, belongs to Southern Cross Goldfields. All contracts for the supply of services, where intellectual property may be created, must stipulate this ownership requirement.

Gifts

Southern Cross Goldfields will maintain a Gift Register where all gifts, personal services, discounts or other gratuities given or accepted fom Southern Cross Goldfields business associates or government officials must be recorded. Southern Cross staff are to advise the Managing Director or Chairman of any gifts given or received.

Insider Trading

Southern Cross Goldfields' Directors and employees must not engage in insider trading of Southern Cross Goldfields shares or the shares of any other company. Southern Cross Goldfields' also has a Share Trading Policy setting out additional trading restrictions.

Conflicts of Interest

Southern Cross Goldfields' Directors and employees should avoid situations where their private or non-Southern Cross Goldfields interests conflict with the interests of Southern Cross Goldfields and what they are doing or deciding for Southern Cross Goldfields.

Community Standards

Southern Cross Goldfields aims to conduct its business in a way that reflects the applicable community standards. In order to achieve this, it has adopted policies that describe the principles guiding Southern Cross Goldfields' business in areas such areas as the safety of its employees and environmental protection.

Compliance with the Code of Conduct

Any breach of compliance with this Code of Conduct is to be reported directly to the Chairperson or Managing Director, as appropriate, who will be responsible for investigating and resolving all reported complaints and allegations concerning violations of the Code of Conduct.

^ back to menu

Board Charter

Roles of the Board and Management

The Board of Southern Cross Goldfields Limited considers that the essential responsibility of the Directors is to oversee Southern Cross Goldfields' activities for the benefit of its shareholders, employees and other stakeholders and to protect and enhance shareholder value, in accordance with applicable law and appropriate standards of behaviour for good corporate citizens.

The key responsibilities of the Board include to:

• Appoint and review the performance of the Managing Director;
• Develop and approve, with management, strategy, planning, exploration programs and major capital expenditure;
• Arrange for effective budgeting and financial supervision;
• Ensure that appropriate audit arrangements are in place;
• Ensure that the effective and appropriate reporting systems in place will, in particular, assure the Board that proper financial, operational, compliance and risk management controls function adequately; and
• Report to shareholders.

The Board is responsible to shareholders for Southern Cross Goldfields' strategic direction and the execution of the Company's overall objective, which is to increase long-term shareholder value. The size of the Board reflects the modest size of the Company, its business plans, and the scale of its operations as an early stage exploration/mining company. Only the Directors have the capacity to bind the Company.

Management is responsible for implementing the Company's strategies, the management and protection of its resources and the day-to-day communication with its shareholders, all in accordance with policies, systems and procedures approved by the Board.

Board Structure

The composition of the Board is determined in accordance with the following principles and guidelines:

• The Board must comprise at least three Directors, increasing where additional expertise is considered desirable in certain areas;
• The Board should not comprise a majority of executive Directors; and
• Directors should bring characteristics which allow a mix of qualifications, skills and experience both nationally and internationally.

The Company's Board meets the above criteria. The terms and conditions of the appointment and retirement of Directors must be set out in a letter of appointment which covers remuneration, expectations, terms, the procedures for dealing with conflicts of interest and the availability of independent professional advice.

Director Independence

Directors are expected to bring their independent views and judgment to the Board's deliberations. The Board is to include a majority of non-executive independent Directors. In considering whether a Director is independent, the Board must have regard to the independence criteria in ASX Principle 2 and other facts, information and circumstances that the Board considers material.

Meetings of the Board

The Board must meet at least six times a year to consider the business of Southern Cross Goldfields, its financial performance and other operational issues.

Retirement and Re-election

The Constitution of the Company requires one third of the Directors, other than any executive Director, to retire from office at each Annual General Meeting. Directors who have been appointed by the Board are required to retire from office at the next Annual General Meeting and are not taken into account in determining the number of Directors to retire at that Annual General Meeting. Directors cannot hold office for a period in excess of three years or later than the third Annual General Meeting following without submitting themselves for re-election. Retiring Directors are eligible for re-election by shareholders.

Nominations and appointment of new directors

When a vacancy exists, for whatever reason, or where it is considered that the Board would benefit from the services of a new Director with particular skills, the Board will select appropriate candidates, with relevant qualifications, skills and experience. External advisers may be used to assist in such a process. The Board must then appoint the most suitable candidate who must stand for election at the next general meeting of shareholders.

Recommendations of candidates for new Directors are made to the Board. The Board as a whole must make such appointments as it considers the most appropriate for the Company.

Review of Performance

The Board must review its performance as a whole, including the performance of individual directors, and its composition on at least an annual basis to ensure that it has the appropriate mix of expertise and experience, taking into account the size and nature of the Company's activities. Board performance will be reviewed by an independent assessor to be agreed. The Board is to review the performance of its committees, if relevant. The Board is also to review the performance of its Managing Director.

The Managing Director is to review the performance of senior executives each year.

Directors' Remuneration

The Board must review the remuneration and policies applicable to all Directors on an annual basis. The Board must ensure that the structure of non-executive directors' remuneration is distinguished from that of executive directors and senior executives. Remuneration levels are set according to the Company's position and must be competitive enough to attract the most qualified and experienced Directors and senior executives. Where necessary, the Board will obtain independent advice on the appropriateness of remuneration packages.

Southern Cross Goldfields prohibits directors and senior management from entering into transactions which limit the economic risk of participating in unvested entitlements. This prohibition includes hedging of unvested options or any other activity which may negate the incentive such options provide.

Board Access to Information and Independent Professional Advice

All Directors of Southern Cross Goldfields must have unrestricted access to any employees of, or contractors to, the Company and, subject to the law, access to all Company records and information held by employees and external advisers. The Board must receive regular detailed financial and operational reports from senior management to enable it to carry out its duties.

Each Director may, with the prior written approval of the Chairman, obtain independent professional advice to assist the Director in the proper exercise of his or her powers and discharge of his or her duties as a Director or as a member of a Board Committee. The Company will reimburse the Director for the reasonable expense of obtaining that advice.

Board Committees

The Board, where appropriate, may establish a number of committees to assist in carrying out its responsibilities in an effective and efficient manner.

Business Risks

The Board is charged with implementing appropriate risk management systems within the company as reported to it by management.

The Board is to monitor and receive advice on areas of operational and financial risk, and consider strategies for appropriate risk management arrangements, in accordance with its Risk Management Policy and Internal Compliance and Control System.

^ back to menu

Risk Management Policy, Compliance and Controls

Southern Cross Goldfields Limited has developed a framework for a risk management policy and internal compliance and control system that covers the organizational, financial and operational aspects of the Company's affairs. The Chairman is responsible for ensuring maintenance of, and compliance with appropriate systems. The Board is charged with implementing appropriate risk management systems within the company as reported to it by management.

The Board is to monitor and receive advice on areas of operational and financial risk, and consider strategies for appropriate risk management arrangements. Specific areas of risk to be regularly considered at Board meetings are to include health, safety, environment, community, intellectual property, changes in government regulation, changes in technology and human resources, the integrity of data, statutory compliance and continuous disclosure obligations.

Financial

The Company's financial situation is not complex. It has operated initially with the support of its founding shareholders. It is expected that equity funds will be raised and used for exploration and administration purposes, as well as to repay debt to the founding shareholders.

Monthly management accounts will be prepared and circulated to Directors for review and consideration.

The Board must approve all major project expenditure.

Southern Cross Goldfields maintains appropriate insurance cover. This includes cover in respect of workers' compensation, public liability, motor vehicles and property insurance.

The Company may obtain cover for Directors' and officers' liability, to the extent permitted by the Corporations Act 2001.

The Company implements appropriate data backup of its financial and other electronic information. Physical records are held within the Company's office and are contained, where appropriate, in a fire-proof safe.

Risk Factors

The risk factors associated with the Company and its business include:

• General (such as inflation, interest rates, levels of tax, taxation law and accounting practices, government legislation or intervention, natural disasters, social upheaval, war, operating costs and market conditions generally).
• Occupational Health and Safety
• Community Acceptance (Social License to Operate)
• Exploration Success
• Operating
• Resource Estimates
• Economic Factors
• Government Policy Changes
• Commodity Price Volatility and Exchange Rate
• Environmental
• Title Risks and Native Title
• Tenement Title
• Legal and compliance
• Stock Market Conditions
• Unforeseen Expenditure
• Additional Financing Requirements
• Uninsured Loss and Liability
• Intellectual property
• Changes in technology and human resources
• Integrity of data

^ back to menu

Audit and Compliance Charter

Audit and Compliance

The Board of Southern Cross Goldfields Limited considers that the Company is not of sufficient size and its affairs are not of sufficient complexity to warrant the establishment of an Audit and Compliance Committee. Instead the functions of the Audit and Compliance Committee are undertaken by the full Board. The Board monitors control policies and procedures designed to safeguard company assets and to maintain the integrity of financial reporting.

The responsibilities of the Board with regard to Audit and Compliance include:

• Monitoring compliance with regulatory requirements;
• Improving the quality of the accounting function;
• Reviewing external audit reports to ensure that where major deficiencies or breakdowns in controls or procedures have been identified, appropriate and prompt remedial action is taken by management; and
• Liaising with external auditors and ensuring that the annual audit and half year review are conducted in an effective manner.

The Board will review the performance of the external auditors on an annual basis and meet with them at least twice during the year.

The Board is responsible for the selection and appointment of the external auditor, and for the rotation of external audit engagement partners, subject to the relevant approvals. Nomination of auditors will be at the discretion of the Board. The Board will require that adequate handovers occur in the year prior to rotation of an audit partner to ensure an efficient and effective audit under the new partner.

The Board also meets with and receives reports from the external auditors concerning any matters which arise in connection with the performance of their respective roles, including the adequacy of internal controls.

Audit Process

As part of Southern Cross Goldfields' commitment to safeguarding integrity in financial reporting, its accounts are subject to annual audit by an independent, professional auditor, who also reviews the half-yearly accounts. The Auditor attends, and is available to answer questions at the Company's annual general meetings.

Auditor Independence

The Company has implemented procedures to monitor the independence and competence of the Company's external auditors. Details of the amounts paid for both work and non-audit services are set out in the Company's annual report.

^ back to menu

Remuneration Policy and Charter

Remuneration Policy

The Board must review the remuneration and policies applicable to all Directors on an annual basis. When reviewing Directors' fees, the Board takes into account any changes in the size and scope of the Company's activities. Remuneration levels are set according to the Company's position and must be competitive enough to attract the most qualified and experienced Directors and senior executives. Where necessary, the Board will obtain independent advice on the appropriateness of remuneration packages.

The Board must ensure that the structure of non-executive directors' remuneration is distinguished from that of executive directors and senior executives. Executive Directors receive a salary and may receive other benefits. Non-executive Directors receive a set fee per annum, plus statutory superannuation entitlements, and are fully reimbursed for any out of pocket expenses necessarily incurred in carrying out their duties.

Southern Cross Goldfields prohibits directors and senior management from entering into transactions which limit the economic risk of participating in unvested entitlements. This prohibition includes hedging of unvested options or any other activity which may negate the incentive such options provide.

The Board of Southern Cross Goldfields Limited considers that the Company is not of sufficient size and neither are its affairs of sufficient complexity to warrant the establishment of a Remuneration Committee. Instead the full Board oversees remuneration in accordance with the following Remuneration Charter.

Remuneration Charter

Role

The role of the Board is to review and make recommendations as to remuneration packages for directors and senior executives including employee incentive and equity-based plans.

Responsibilities

Executive Remuneration and Incentive Policies

The Board is to make decisions with respect to appropriate remuneration and incentive policies for executive Directors and senior executives which:

1. motivate executive Directors and senior executives to pursue long term growth and success of Southern Cross Goldfields within an appropriate control framework;
2. demonstrate a clear correlation between key performance and remuneration; and
3. align the interests of key leadership with the long-term interests of Southern Cross Goldfields' shareholders.

Executive Remuneration Packages

The committee is to ensure that:

1. executive remuneration packages involve a balance between fixed and incentive pay, reflecting short and long term performance objectives appropriate to Southern Cross Goldfields' circumstances and objectives;
2. a proportion of executives' remuneration is structured in a manner designed to link reward to corporate and individual performances; and
3. recommendations are made to the Board with respect to the quantum of bonuses to be paid to executives.

Non-Executive Directors

The Board is to ensure that:

1. fees paid to non-executive directors are within the aggregate amount approved by shareholders and make recommendations to the Board with respect to the need for increases to this aggregate amount at the Company's annual general meeting;
2. non-executive directors are remunerated by way of fees (in the form of cash and/or superannuation benefits);
3. non-executive directors are not provided with retirement benefits other than statutory superannuation entitlements; and
4. non-executive directors are not entitled to participate in equity-based remuneration schemes designed for executives without due consideration and appropriate disclosure to the Company's shareholders.

Incentive Plans and Benefits Programs

The Board is to:

1. review and make recommendations concerning long-term incentive compensation plans, including the use of share options and other equity-based plans. The Board will administer equity-based and employee benefit plans, and as such will discharge any responsibilities under those plans, including making and authorising grants, in accordance with the terms of those plans; and
2. ensure that incentive plans are designed around appropriate and realistic performance targets that measure relative performance and provide rewards when they are achieved; and
3. continually review and if necessary improve any existing benefit programs established for employees.

^ back to menu

Shareholder Communications Policy

The Board of Southern Cross Goldfields Limited aims to ensure that the Company's shareholders are informed of all major developments affecting the Company.

All shareholders may access Southern Cross Goldfields' annual report on the Company's website. Shareholders may also request hard copies of the Company's annual report, half yearly and quarterly reports. The Company also encourages full participation of shareholders at the annual general meeting and any other general meetings of the Company.

Southern Cross Goldfields maintains a website at www.scross.com.au.

Company announcements are available on a regular and up to date basis under the heading "Announcements". Under the heading "Reports", shareholders will find copies of Southern Cross Goldfields' quarterly, half-yearly and annual reports as they are submitted to the ASX.

The Company will establish a database of shareholders who receive automatic email updates of significant developments in the Company's affairs. Any shareholder who wishes to receive copies of information updates by email may register by clicking here, and copies will be sent.

^ back to menu

Continuous Disclosure Policy

The Board of Southern Cross Goldfields Limited aims to ensure that the market is properly informed of all information that must be disclosed under the ASX Listing Rules (Listing Rule 3.1 in particular).

There must at all times be a system in place, to collect and process information that could realistically be disclosable. The ultimate determination as to whether or not to disclose in doubtful cases may be made by the Board and/or Chairman, taking into account the overall situation of the Company and, if necessary, legal or other advice. To assist in this regard, and where appropriate to determine whether information must be disclosed, the Company has established a Continuous Disclosure Compliance Committee ("Committee") to deal with continuous disclosure issues. The Committee consists of the Chairman and the Company Secretary and, when available, any other Director.

The obligation to keep "management" fully informed of any significant internal issue relating to or affecting the Company is central to the training and development of all Southern Cross Goldfields employees and contractors and consultants.

Senior personnel, in particular, must have as a clearly understood and documented accountability to:

1. Ensure that all reporting staff as soon as reasonably practicable report any "material" event or development within their area of responsibility to their manager and to one or more of the Chairman and the Company Secretary;
2. Ensure that each department or work area within his or her division or area of responsibility carries out, or is involved in, a review to discuss and agree upon the types of event or development that are most likely to be "material" and potentially disclosable; and
3. Report immediately any event or development that he or she believes may be potentially disclosable.

Company personnel are not responsible for determining whether or not information is disclosable; rather, each affected individual must ensure that the information is known by his or her manager and one or more members of the Compliance Committee.

Where it is determined that information should be conveyed to the ASX, it will, except in extraordinary circumstances, be the Company Secretary who will be the point of contact with the ASX.

Disclosure to the ASX is effected by sending the information in a form suitable for release to ASX's Company Announcements Platform via lodgment of a PDF on-line at the ASX website. The information is then released to the market, through dissemination to a range of data vendors and via Signal G, which carries an edited text of announcements. After a short delay the information is made available on the ASX website. In accordance with ASX recommendations, Southern Cross Goldfields places all relevant announcements and other information, including analysts' briefings, on its website, after the information has been given to ASX and the usual acknowledgment has been received that the announcement has been released.

The Company's Directors, employees, contractors and consultants are also required to ensure that information concerning the Company that would be material to its share price is not released to some shareholders or analysts and not to others. As a listed company, Southern Cross Goldfields must not release information that is for release to the market to any person until it has given the information to the ASX and has received an acknowledgment from ASX that it has released the information to the market. (Listing rule 15.7)

^ back to menu

Share Trading Policy

Background to Policy

The Board of Southern Cross Goldfields Limited has adopted the following share trading policy ("Policy") which is intended as a form of prevention and protection from insider trading allegations, for all individuals who have dealings with the Company, including employees, executive and non-executive Directors (including the Chairman of the Board), consultants and contractors. There are serious civil and criminal penalties for anyone engaging in insider trading.

The Policy is also designed to protect the Company's interests, to ensure that lawful non-disclosure of certain information to the Australian Stock Exchange ("ASX") continues to remain lawful. In certain circumstances, where certain information is no longer confidential perhaps as a result of breach of this Policy, the Company would be forced to make disclosure to ASX of certain information, the premature disclosure of which could seriously compromise the Company's interests. The Policy therefore promotes the best interests of the Company and the Individuals.

The Policy sets out when trading in Securities may take place. "Securities" means any financial product of the Company (as defined by section 1042A of the Corporations Act 2001 or any such provision which may replace it) including shares, options and other securities.

Your signature on the attached duplicate copy of this Policy, consenting to the terms of the policy as an additional condition of your employment or engagement with the Company, is requested.

1. What is Inside Information?

1. "Inside Information" is information which is not generally available and, if it were generally available, a reasonable person would expect it to have a material effect on the price or value of the Securities. Inside Information can include matters relating to the intentions or likely intentions of a person. It does not matter how Inside Information is obtained. It can still be Inside Information whether obtained at work, in a social setting or in any other way.
2. For the purposes of clause 1(a), information is "generally available" if:
   1. it consists of readily observable matter; or
   2. both of the following apply:
      1. it has been made known in a manner that would, or would be likely to, bring it to the attention of persons who commonly invest in Securities of a kind whose price might be affected by the information; and
      2. since it was made known, a reasonable period for it to be disseminated among such persons has elapsed; or
   3. it consists of deductions, conclusions or inferences made or drawn from either or both of the following:
      1. information referred to in paragraph (b)(i);
      2. information made known as mentioned in paragraph (b)(ii)i.

2. Prohibition on Insider Trading

If an Individual possesses Inside Information, the Individual must not:

1. apply for, acquire or dispose of any Securities or enter into an agreement to apply for, acquire or dispose of any Securities (together, "Trade in Securities");
2. procure another party to Trade in Securities; or
3. directly or indirectly communicate to any party any Inside Information, where the Individual knows, or ought reasonably to know, that the other party is likely to:
   1. Trade in Securities; or
   2. procure another party to Trade in Securities.

3. Dealing through Third Parties

An Individual can still be guilty of insider trading even if he or she is not the person who Trades in Securities. The prohibition extends to:

• any Trade in Securities by Individuals where they use nominees, agents or other persons such as family members, family trusts and family companies; and
• Individuals procuring third parties to Trade in Securities.

4. Obtaining Clearance

1. A Director or Member of the Executive Management Team requires clearance from a majority of the Board to Trade in Securities. Board majority means two of the remaining three directors approve the trade.
2. All other Individuals require prior written clearance from the Company's Managing Director to Trade in Securities. In the absence of the company's Managing Director, an Individual may seek prior written clearance from the Chairman of the Company's Board of Directors.
3. It is anticipated that, as a general rule, prior written clearance will not be given if the proposed Trade in Securities is to occur within the one (1) week prior to:
   1. the public release to the ASX of the Company's annual, half yearly or quarterly reports or accounts; or
   2. the Company's annual general meeting.
4. It is anticipated that, as a general rule, prior written clearance will not be given for "Day Trading" of Southern Cross Goldfields shares. Employees are encouraged to invest in the Company and short term speculative trading in the Company's securities is discouraged.

5. Clearance and Insider Trading

Even if an Individual has received clearance to Trade in Securities under clause 4 above, the Individual will still be engaging in insider trading if he or she acts contrary to the prohibition in clause 2 above. Clearance does not provide any guarantee that the proposed Trade in Securities does not constitute insider trading. Individuals must be aware at all times of their obligations not to Trade in Securities while they possess Inside Information. Even Trade in Securities in the period immediately following:

1. the public release to the ASX of the Company's annual, half yearly or quarterly reports or accounts; or
2. the Company's annual general meeting,

will still amount to insider trading if the Individual who is partaking in the Trade in Securities possesses Inside Information.

6. Notification of Trading

Following receipt of the clearance referred to at clause 4 above, Individuals must notify the Company Secretary within two (2) business days of any sale or purchase of Securities, for the maintenance of accurate registers of share and option holders. The Managing Director and the Chairman will in turn be informed by the Company Secretary. In addition, the Company Secretary will ensure compliance with ASX disclosure requirements that apply to Directors' interests in the Company.

7. Other Companies' Financial Products

1. Although this Policy is principally concerned with insider trading in relation to the Company's Securities, Individuals should also be aware that the Corporations Act 2001 prohibits any person who possesses inside information in relation to any company from applying for, acquiring or disposing of any financial product of that company or entering into an agreement or procuring another person to do so (see section 1043A of the Corporations Act 2001 or any such provision which replaces it). Serious civil and criminal penalties apply to any person who engages in insider trading.
2. Individuals who wish to trade in a financial product of any company should ensure that they do not possess any relevant inside information at the time of the proposed trade.
3. In particular, Individuals should consider whether they possess any relevant inside information of any related body corporate of the Company or any company with which the Company has a relationship, whether by way of a joint venture or some other arrangement, before trading in a financial product of that company.

^ back to menu

Safety Policy

The Board of Southern Cross Goldfields Limited aspires to Zero Harm to our employees, the community and the environment through promoting and maintaining a safe and healthy working environment and striving to achieve leading industry practice. Health, Safety, Environment and Community (HSEC) is an integral part of Southern Cross Goldfields' values and management systems. This policy has been developed to ensure, as a minimum, compliance with relevant legislation and will be reviewed to continually improve our performance. Southern Cross Goldfields management will ensure resources are made available to implement the policy.

The Objectives of the policy are to:

• Demonstrate the commitment of the Board and senior management to striving for Zero Harm in all Southern Cross Goldfields activities;
• Prevent workplace accidents, disease and damage to the environment or communities in which we operate;
• Ensure appropriate management systems are implemented and maintained at all sites;
• Encourage a culture of positive responsibility in all employees and contractors towards their own safety and the safety of others and continual improvement through open reporting and thorough investigation of root causes of incidents and accidents to prevent recurrences;
• Establish and maintain suitable programs to meet the policy objectives.

To achieve this we will:

• Implement and maintain work practices which are safe and reduce the risk to health of our employees, the environment and the community;
• Provide training, re-training, information, instruction and supervision for all employees to enable them to perform their work safely;
• Ensure contractors adopt and implement HSEC standards at least equal to those of Southern Cross Goldfields at our sites;
• Identify, assess and manage risks and hazards to employees, contractors, the environment and our host communities;
• Set and achieve performance targets and continual improvement year on year;
• Ensure business activities uphold ethical standards and fundamental human rights including respect for indigenous culture and heritage;
• Encourage diversity in our workforce and provide an environment of mutual trust and respect where employees can realise their potential;
• Ensure all employees are aligned with our Zero Harm aspirations and take their HSEC performance into account when considering promotion.

^ back to menu

Environmental Policy

Southern Cross Goldfields Ltd. is committed to achieving a sustainable and compatible balance between economic development and conservation of the environment - a Balanced Approach.

Throughout all phases of our activities, our policies and practices aim to ensure that personnel and contractors work to at least minimum environmental standards in planning, exploration and operations as they apply to flora, fauna, air, land and water, and the community health and heritage which, potentially, may be impacted by SXG activities.

Southern Cross Goldfields will comply with relevant environmental laws, regulations, tenement and permit conditions as a minimum standard for its environmental practices and management procedures.

Southern Cross Goldfields will:

• Establish and maintain strict environmental standards for our operations
• Integrate environmental diligence in operational decisions and procedures
• Assess potential impacts of our activities, and regularly monitor environmental performance
• Actively seek opportunities to improve conservation practices, including developing opportunities for recycling, and reducing waste
• Rehabilitate the environment affected by our activities
• Promote environmental awareness and strict work practices among personnel and contractors, to achieve sustainable outcomes.
• Identify and manage environmental risks and have incident response plans in place for emergency situations and environmental incidents, should they occur.
• Seek and respond to key stakeholders' opinions on environmental issues of common interest, including company policies, operations and performance.

Southern Cross Goldfields Commitment To The Environment

Southern Cross Goldfields will:

• Consider and minimize landscape and visual impacts for new projects.
• Collect baseline data on flora, fauna and ecosystems for new projects.
• Minimise disturbances by effective environmental impact assessment, planning and project design.
• Establish monitoring programs to determine the impact of operations on biodiversity.
• Establish specific management plans for significant flora, fauna and habitats.
• As far as practical, prevent the introduction, instigate control or eradication measures, for introduced species which threaten ecosystems, habitats or native species.
• Promote and encourage understanding of measures required for balanced conservation of biological diversity amongst the workforce and community.
• Consider aspects of biodiversity conservation in our rehabilitation and closure plans.

^ back to menu

Company's Privacy Statement

Southern Cross Goldfields Limited ("Southern Cross Goldfields") is committed to protecting and safeguarding privacy and to ensuring that personal information collected is handled in accordance with the requirements of the Privacy Act 1988 (Commonwealth), which regulates the way organisations collect, use, hold and disclose personal information.

Use & Disclosure of Information

Southern Cross Goldfields may use or disclose personal information where it would be reasonably expected that it would use the information about the individual for the purpose it was collected or for a further purpose if the individual has consented. In addition it is permitted to use or disclose personal information:

• where the individual has consented to the use or disclosure;
• where it reasonably believes that the use or disclosure is necessary to reduce or prevent a serious, immediate threat to health or safety;
• where it reasonably suspects that unlawful activity has been, is being, or may be engaged in and the use or disclosure is a necessary part of its investigation, or in responding on the matter to the relevant authorities; or
• where such use or disclosure is required under or authorised by law.

Security and Storage

Southern Cross Goldfields will take reasonable steps to ensure that personal information is stored in a secure environment that can only be accessed by authorised persons with the knowledge of Southern Cross Goldfields.

^ back to menu

Sexual Harrassment Policy

The Board of Southern Cross Goldfields Ltd believe that moral precepts make sexual harassment in the workplace, like harassment on the basis of colour, race, religion or natural origin in the workplace, completely improper. The Equal Employment Opportunities Commission has a specific section on sexual harassment. The Company's policy is not to tolerate such discrimination and to affirm the company's position against sexual harassment.

All employees have the right to work in an environment free from any type of unlawful discrimination, which includes an environment free from sexual harassment.

Southern Cross Goldfields' policy is:

• The company shall not tolerate sexual harassment of employees in any form. Any such conduct shall result in disciplinary action up to and including dismissal.
• No person shall threaten, suggest or imply that an employee's refusal to submit to sexual advances will adversely affect the employees employment, evaluation, wages, advancement, assigned duties, shifts or any other condition of employment or career development. Nor shall any person suggest or imply that an employee's acquiescence to sexual advances may favourably effect the employee's condition of employment or career development.
• Other sexually harassing conduct in the workplace, whether committed by Supervisor or non supervisory personnel is also prohibited. This includes but is not limited to: offensive sexual flirtations, advances, propositions, verbal abuse of a sexual nature, graphic verbal commentaries about an individual's body, sexual degrading words used to describe an individual and any offensive display in the workplace of sexually suggestive objects or pictures.
• Employees who believe they are being subjected to sexual harassment should inform their Supervisor, Managing Director or any Board Member of Southern Cross Goldfields.

^ back to menu

Indigenous Peoples Policy

Southern Cross Goldfields supports the concept of involving Indigenous people in industry projects that can accommodate their talents. Those people desiring to be part of the workforce will be afforded every opportunity to reach self actualisation in the sector they choose. Southern Cross Goldfields encourages such participation and will:

• Provide for the health and safety of new employees,
• Provide personal protective equipment,
• Explain legal responsibilities,
• Provide training and re-training,
• Meticulously induct all prospective applicants,
• Display regard for indigenous beliefs, and
• Encourage workplace harmony.

Adequate resources will be made available and outside assistance sought if considered necessary to implement this policy in its entirety.

^ back to menu

---

Copyright © 2007 Southern Cross Goldfields Ltd

ACN 124 374 321