Lachlan Star Limited — AGM Information 2008

Oct 13, 2008

LACHLAN STAR LIMITED ABN 88 000 759 535

NOTICE OF ANNUAL GENERAL MEETING

TIME : 11am (WST) DATE : Wednesday 26th November 2008 PLACE : Level 3, 3 Ord Street West Perth WA 6005

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9481 0051.

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CONTENTS PAGE

Notice of General Meeting (setting out the proposed resolutions)	3-4
Explanatory Statement (explaining the proposed resolutions)	5-11
Glossary	12
TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 11am (WST) on Wednesday 26th November 2008 at:

Level 3 3 Ord Street WEST PERTH WA 6005

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return:

• (a) by post to Lachlan Star Limited, PO Box 1523, West Perth, Western Australia, 6872; or

• (b) by post to Computershare Investor Services Pty Ltd in the enclosed reply paid envelope; or

• (c) by facsimile to the Company on facsimile number (+61 8) 9321 9335; or

• (d) by facsimile to Computershare Investor Services Pty Ltd on facsimile number (+61 8) 9323 2033; or

• (e) in person to the Company at Level 3, 3 Ord Street, West Perth, WA 6005; or

• (f) in person to Computershare Investor Services Pty Ltd, Level 2, 45 St Georges Terrace, Perth WA 6000,

so that it is received not later than 11am (WST) on Monday 24th November 2008.

If you are entitled to cast two or more votes, you may appoint two proxies and you may specify the proportion or number of votes each proxy is appointed to exercise. If you do not specify the number or proportion, each proxy will be entitled to exercise one-half of your votes.

Proxy Forms received later than this time will be invalid.

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NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders will be held at 11am (WST) on Wednesday 26th November 2008 at Level 3, 3 Ord Street, West Perth WA 6005.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement forms part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 5pm (WST) on Monday 24th November 2008.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

RESOLUTION 1 – RE-ELECTION OF MR THOMAS DUCKWORTH AS A DIRECTOR

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That Mr Thomas Duckworth, who retires by rotation in accordance with rule 13.2 of the Company’s Constitution and, being eligible, be re-elected as a director of the Company.”

RESOLUTION 2 – ISSUE OF SHARES TO COAL OF AFRICA LIMITED

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 200,000,000 Shares to Coal of Africa Limited at a deemed issue price of $0.03 each in partial consideration for the acquisition of the Holfontein Project on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Coal of Africa Limited, any person who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary securities) if the Resolution is passed, and any associates of those persons. 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.

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RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE – SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior allotment and issue of 2,500,000 Shares at an issue price of $0.02 each on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Kees Dekker and any associates of Mr Dekker. 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.

RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE – UNLISTED OPTIONS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior allotment and issue of 5,000,000 Unlisted Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Kees Dekker, and any associates of Mr Dekker. 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.

RESOLUTION 5 – ADOPTION OF THE REMUNERATION REPORT FOR THE YEAR ENDED 30 JUNE 2008

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:

“That the Remuneration Report required by section 300A of the Corporations Act, as contained in the Directors’ Report of the Company for the year ended 30 June 2008, be adopted.”

Dated: 14th October 2008 By order of the Board

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Mr Robert Anderson Company Secretary Lachlan Star Limited

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 11am (WST) on Wednesday 26th November 2008 at Level 3, 3 Ord Street, West Perth WA 6005.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. RESOLUTION 1 – RE-ELECTION OF MR THOMAS DUCKWORTH AS A DIRECTOR

Under rule 13.2 of the Company’s Constitution, one-third of the directors are required to retire by rotation every year but are eligible to be re-elected.

Mr Thomas Duckworth is the director to retire by rotation and, being eligible, offers himself for re-election as a director.

Mr Duckworth is a metallurgist with over 47 years' experience. His previous roles include responsibility for all process aspects of the Tritton mine development and ongoing refinements to that process plant; engineering, process design and commissioning of the Hellyer Base Metal process plant in Tasmania; founding director of Signet Engineering; responsibility for the Process Design for the Cannington base metal process plant; and Chief Metallurgist for BP Seltrust, including responsibility for the Teutonic Bore process plant.

Mr Duckworth is a member of the Audit Committee.

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2. TRANSACTION DETAILS OF THE HOLFONTEIN COAL PROJECT

2.1 Summary

The Company has identified the South African coal industry as presenting significant opportunities to enhance shareholder value and has reached agreement with Coal of Africa Limited ( CZA ) to acquire 100% of the Holfontein Coal Project in South Africa ( Holfontein Project ). The initial consideration for the acquisition is $15 million, payable in a mix of cash and shares. Additional payments may be required if certain key milestones are satisfied.

The Company intends to continue its stated strategy of developing the Holfontein Project, continuing exploration at the Bushranger Copper Project and growing the Company through further acquisitions within the resource sector, with a strategic focus in the bulk commodities (coal), copper and gold sectors.

2.2 Transaction Summary

The initial consideration for the acquisition is a payment of $15 million, with a minimum cash consideration of $9 million. This payment will be made upon transfer of the Holfontein Project tenements to Lachlan Star’s nominated subsidiary.

The share component of the initial payment is to be satisfied through the issue of up to 200,000,000 Shares at an issue price of $0.03 each, which is the subject of Resolution 2.

The cash component of the initial consideration will be satisfied from existing cash reserves.

In addition to the initial consideration, there are a series of milestone payments related to the granting of the New Order Mining Right (NOMR) and production targets which may become payable. The milestones for these payments and the payment terms are as follows:

• (a) a cash payment of $1 million and a payment of $2 million to be satisfied by the issue of Shares (to be priced at the 30 day VWAP prior to payment) upon grant of the NOMR;

• (b) a cash payment of $2 million and a payment of $3 million to be satisfied by the issue of Shares (to be priced at the 30 day VWAP prior to payment) upon the production of an aggregate of 500,000 tonnes of saleable coal; and

• (c) a cash payment of $1 million and a payment of $1 million to be satisfied by the issue of Shares (to be priced at the 30 day VWAP prior to payment) upon the production of an aggregate of 1,500,000 tonnes of saleable coal.

In the event the Company is required to make any of the milestone payments the method of financing will be determined at the time depending on the prevailing market conditions and may take the form of a rights issue, further placement, debt funding (either straight debt or by way of convertible note), or from future cash flows.

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Completion of the acquisition is conditional upon:

• (a) approval from all relevant regulatory bodies in South Africa for the transfer of title to the Company’s nominated subsidiary;

• (b) assignment of CZA’s rights under the Wildebeestfontein Option Agreement dated 3 December 2007 (pursuant to which CZA has an option to acquire the adjoining Wildebeestfontein Farm) to the Company;

• (c) shareholder approval of the transaction from the Company’s shareholders; and

• (d) completion of satisfactory legal due diligence by the Company.

As a result of the transaction, and assuming a share component of $6 million, CZA will become the largest shareholder in the Company, with approximately 15.75%.

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3. RESOLUTION 2 – ISSUE OF SHARES TO COAL OF AFRICA LIMITED

3.1 General

Resolution 2 seeks Shareholder approval for the allotment and issue of up to 200,000,000 Shares at a deemed issue price of $0.03 per Share to CZA in partial consideration for the acquisition of the Holfontein Coal Project ( CZA Issue ). The purpose of the CZA Issue is to satisfy the share component of the consideration payable by the Company for the acquisition of the Holfontein Project as described in paragraph 2.2 above.

This resolution was presented to and passed by Shareholders at a General Meeting held on 18th June 2008. Completion of the acquisition, as defined in paragraph 2.2, had not occurred by 18th September 2008 and therefore the Shares could not be issued within 3 months of shareholder approval as required under the ASX Listing Rules. The same resolution is being put to Shareholders for approval again.

The proposed allottee, CZA, is not a related party of the Company.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

The effect of Resolution 2 will be to allow the Directors to issue the Shares pursuant to the CZA Issue during the period of 3 months after the General Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

3.2 Information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the CZA Issue:

• (a) the maximum number of Shares to be issued is 200,000,000;

• (b) the Shares will be issued no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the deemed issue price will be $0.03 per Share;

• (d) the Shares will be allotted and issued to CZA;

• (e) the Shares issued will be fully paid ordinary shares in the Company and will be issued on the same terms and conditions as the Company’s existing Shares; and

• (f) no funds will be raised pursuant to the CZA Issue as the Shares are being issued as partial consideration for the acquisition of the Holfontein Project as described in paragraph 2.2 above.

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4. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE – SHARES

4.1 General

On 3 June 2008, the Company issued 2,500,000 Shares at an issue price of $0.02 each to the Company’s Regional Manager – Southern Africa, Mr Kees Dekker, as part of his remuneration arrangements.

Mr Dekker is not a related party of the Company.

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Share Ratification ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

4.2 Information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Share Ratification:

• (a) 2,500,000 Shares were allotted on 3 June 2008;

• (b) the issue price was $0.02 per Share;

• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares were allotted and issued to the Company’s Regional Manager – Southern Africa, Mr Kees Dekker; and

• (e) the funds raised from this issue will be used for working capital purposes.

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5. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE – UNLISTED OPTIONS

5.1 General

On 9 July 2008, the Company issued 5,000,000 Unlisted Options on the following terms to the Company’s Regional Manager – Southern Africa, Mr Kees Dekker, at no cost as part of his remuneration arrangements.

• 2,500,000 Unlisted Options exercisable at 2.5 cents per share, expiring 20 April 2010, vesting immediately; and

• 2,500,000 Unlisted Options exercisable at 3.5 cents per share, expiring 20 April 2011, vesting 20 April 2009.

Mr Dekker is not a related party of the Company.

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Unlisted Options ( Options Ratification ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

5.2 Information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Options Ratification:

• a) 5,000,000 Unlisted Options were allotted on 9 July 2008 on the terms set out in paragraph 5.1;

• b) the Company will not be raising any funds from the issue of the Unlisted Options but if all the Unlisted Options are exercised the Company will receive $150,000 .

• c) Shares issued on exercise of the Unlisted Options will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• d) the Unlisted Options were allotted and issued to the Company’s Regional Manager – Southern Africa, Mr Kees Dekker; and

• e) the funds raised from the exercise of the Unlisted Options will be used for working capital purposes.

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6. RESOLUTION 5 – ADOPTION OF THE REMUNERATION REPORT FOR THE YEAR ENDED 30 JUNE 2008

The Directors’ Report for the year ended 30 June 2008 contains a Remuneration Report, which sets out the policy for remuneration of directors and executives.

In accordance with section 250R of the Corporations Act, the Company submits to Shareholders for consideration and adoption by way of a non-binding resolution its Remuneration Report for the year ended 30 June 2008.

At the AGM there will be a reasonable opportunity for discussion of the report.

ENQUIRIES

Shareholders are asked to contact the Company Secretary, Mr Robert Anderson, on (+61 8) 9481 0051 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means Lachlan Star Limited (ABN 88 000 759 535).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

General Meeting means the meeting convened by the Notice of Meeting.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the Company.

Shareholder means a holder of a Share.

Unlisted Option means an unlisted option over a Share.

WST means the time in Perth, Western Australia.

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Lodge your vote:

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By Mail:

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

000001 000 LSA 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 all enquiries call:

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

Proxy Form

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For your vote to be effective it must be received by 11.00am (WST) Monday 24 November 2008

How to Vote on Items of Business

Signing Instructions

All your securities will be voted in accordance with your directions.

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

Appointment of Proxy

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

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate ''Certificate of Appointment of Corporate Representative'' prior to admission. A form of the certificate may be obtained from Computershare or online at www.computershare.com.

A proxy need not be a securityholder of the Company.

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.

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Turn over to complete the form

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View the annual report or update your securityholding, 24 hours a day, 7 days a week:

www.investorcentre.com

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Your secure access information is:

Review your securityholding

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SRN/HIN: I9999999999

Update your securityholding

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Access the annual report below PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential. www.lachlanstar.com.au

999999_SAMPLE_0_0_PROXY/000001/000001/i

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

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

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Proxy Form

to indicate your directions

Please mark

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Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Lachlan Star Limited hereby appoint

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PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

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the Chairman of the Meeting[OR]

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Lachlan Star Limited to be held at Level 3, 3 Ord Street, West Perth, WA 6005 on Wednesday, 26 November 2008 at 11.00am (WST) and at any adjournment of that meeting.

Important for Item/s 2-4: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Item/s 2-4 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item/s 2-4 and your votes will not be counted in computing the required majority if a poll is called on these Items. The Chairman of the Meeting intends to vote undirected proxies in favour of item/s 2-4 of business.

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I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of that Item and that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest.

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

Items of Business

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Item	1	Re-election of Mr Thomas Duckworth as a Director
Item	2	Issue of Shares to Coal of Africa Limited
Item	3	Ratification of Prior Issue - Shares
Item	4	Ratification of Prior Issue - Unlisted Options
Item	5	Adoption of the Remuneration Report for the year ended 30 June 2008

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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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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L S A

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