LEGACY IRON ORE LIMITED — Proxy Solicitation & Information Statement 2010

Jul 6, 2010

ACN 125 010 353

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

General Meeting to be held at the Matilda Bay Room, Hyatt Regency, 99 Adelaide Terrace, Perth WA 6000 on Friday, 6 August 2010 commencing at 9.00 am (WST)

This N otice of General Me e ting and E x planatory S tatement s hould be r e ad in its e n tirety. If S harehold e rs are in d o ubt as to how to vote, they shoul d seek adv i ce from th e ir account a nt, solicito r or other professi o nal advise r without d e lay.

LEGACY IRON ORE LIMITED

ACN 125 010 353

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders of Legacy Iron Ore Limited will be held at the Matilda Bay Room, Hyatt Regency, 99 Adelaide Terrace, Perth WA 6000 on Friday, 6 August 2010 commencing at 9:00 am (WST).

ORDINARY BUSINESS

1. Approval for Issue of Shares to Hoki (Resolution 1)

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval be and is hereby given to the issue of 20,000,000 Shares at an issue price of $0.25 each per Share to raise $5,000,000 to Hoki and otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: For the purposes of ASX Listing Rule 7.3, the Company will disregard any votes cast on Resolution 1 by a person who may participate in the proposed issue and any person who may obtain a benefit except a benefit solely in the capacity of a holder of ordinary securities and any associate 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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2. Approval for Issue of Options to Greenday Commodities and/or its nominee (Resolution 2)

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval be and is hereby given to the issue of 20,000,000 Options exercisable at $0.25 each on or before 30 June 2014 to Greenday Commodities and/or its nominee for nil consideration and otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: For the purposes of ASX Listing Rule 7.3, the Company will disregard any votes cast on Resolution 2 by a person who may participate in the proposed issue and any person who may obtain a benefit except a benefit solely in the capacity of a holder of ordinary securities and any associate 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.

Notice of General Meeting

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LEGACY IRON ORE LIMITED ACN 125 010 353

Explanatory Statement

The accompanying Explanatory Statement forms part of this Notice of General Meeting and should be read in conjunction with it.

Shareholders are specifically referred to the Glossary in the Explanatory Statement which contains definitions of capitalised terms used in this Notice of General Meeting and the Explanatory Statement.

Proxies

Please note that:

• (a) a Shareholder entitled to attend and vote at the General Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company;

• (c) a Shareholder may appoint a body corporate or an individual as its proxy;

• (d) a body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder’s proxy; and

• (e) Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company or its share registry in advance of the General Meeting or handed in at the General Meeting when registering as a corporate representative.

Voting Entitlements

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person’s entitlement to vote at the General Meeting will be the entitlement of that person set out in the register of Shareholders as at 5.00pm (WST) on Friday, 6 August 2010. Accordingly, transactions registered after that time will be disregarded in determining Shareholder’s entitlement to attend and vote at the General Meeting.

Enquiries

Shareholders may contact the Company Secretary, Ivan Wu, on (+61 8) 9421 2005 if they have any queries in respect of the matters set out in these documents.

By Order of the Board of Directors

---

Ivan Wu Company Secretary

Dated this 5[th] day of July 2010

Explanatory Statement

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LEGACY IRON ORE LIMITED ACN 125 010 353

Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company’s General Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the resolution in the accompanying Notice of General Meeting.

This Explanatory Statement should be read in conjunction with the Notice of General Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary.

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Explanatory Notes on Ordinary Business

Item 1 – Approval for Issue of Shares to Hoki (Resolution 1)

1.1 Background to Resolution 1

Resolution 1 seeks Shareholder approval under ASX Listing Rule 7.1 for the allotment and issue of 20,000,000 Shares to Hoki in accordance with the provisions of the Terms Sheet.

The Company and Hoki entered into the Terms Sheet on 28 June 2010 for the purposes of proceeding to a joint venture agreement to develop the Company’s Projects. The terms and conditions of the Terms Sheet were disclosed to the market via a ASX announcement dated 30 June 2010.

The Shares will be issued within 3 months of the Meeting at an issue price of $0.25 each per Share. Of the funds raised, $3,500,000 will be used for exploration on the Projects with $1,500,000 being retained by the Company for general working capital.

Resolution 1 seeks Shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of up to 20,000,000 Shares under the placement.

1.2 ASX Listing Rule 7.1

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 these securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

Approval is being sought under ASX Listing Rule 7.1 for the issue of up to 20,000,000 Shares to Hoki. The Company confirms that Hoki is not a related party of the Company and is an investor exempt from disclosure under the requirements of the Corporations Act.

If Resolution 1 is passed, following the issue of the 20,000,000 Shares referred to above, the Company will still have the capacity to issue 15% of its expanded Share capital over the next 12 months as those Shares, once issued, will be excluded from the calculation under ASX Listing Rule 7.1. The issue of the Shares referred to above must occur no later than 3 months, or such later date as permitted by ASX, from the date of the General Meeting.

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the proposed Share placement to Hoki:

• (a) the maximum number of Shares to be issued is 20,000,000;

• (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 an ASX waiver or modification of the ASX Listing Rules) and its is intended that allotment will occur on the same date;

• (c) the Shares will be issued at an issue price of $0.25 each per Share;

Explanatory Statement

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LEGACY IRON ORE LIMITED ACN 125 010 353

• (d) the Shares will be issued to Hoki who is exempt from disclosure under the Corporations Act. Hoki is not a related party of the Company;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company which will rank equally in all respects with Company’s existing Shares; and

• (f) the Company intends to use the funds raised under the Share placement to carry out the planned exploration programmes in respect of the Company’s Projects and for general working capital requirements.

Hoki does not currently hold any securities in the Company. Should Shareholders approve Resolution 1, Hoki will hold approximately a 11.36% interest in the capital of the Company.

The Board unanimously recommends that shareholders vote in favour of Resolution 1.

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Item 2 – Approval for Issue of Options to Greenday Commodities and/or its nominees (Resolution 2)

2.1 Background to Resolution 2

Greenday Commodities and/or its nominee have provided various corporate and introductory services to the Company with respect to the Terms Sheet and as at the date of this General Meeting, have not been paid for these services. Accordingly, the Company is seeking Shareholder approval for the issue of 20,000,000 Options of a new class as consideration for those services.

The basis for the issue of these Options was disclosed to the market via an ASX announcement dated 30 June 2010.

2.2 ASX Listing Rule 7.1

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 these securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

Approval is being sought under ASX Listing Rule 7.1 for the issue of 20,000,000 Options to Greenday Commodities and/or its nominee in consideration for various corporate and introductory services provided to the Company which respect to the Terms Sheet. The Company confirms that Greenday Commodities and/or its nominee is not a related party of the Company and is an investor who is exempt from disclosure under the requirements of the Corporations Act.

If Resolution 2 is passed, following the issue of 20,000,000 Options referred to above, the Company will still have the capacity to issue 15% of its expanded Share capital over the next 12 months as those Options, once issued, will be excluded from the calculation under ASX Listing Rule7.1. The issue of the Options referred to above must occur no later than 3 months, or such later date as permitted by ASX, from the date of the General Meeting.

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the proposed issue of Options:

• (a) the maximum number of Options to be issued is 20,000,000;

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

Explanatory Statement

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LEGACY IRON ORE LIMITED

ACN 125 010 353

• (c) the Options will be issued for nil consideration and have an exercise price of $0.25 each exercisable on or before 30 June 2014. The Options will otherwise be issued on the terms and conditions set out in Annexure A;

• (d) the Options are being issued to an investor exempt from disclosure under the Corporations Act. Greenday Commodities and/or its nominee is not a related of the Company;

• (e) the Options issued will not rank equally with the fully paid ordinary Shares on issue. The Options are a new class of securities. Once exercised, the allotted and issued Shares will rank equally in all respects with the existing class of quoted securities. The Options do not entitle the holder to participate in the next dividend or interest payment; and

• (f) no funds will raised from the issue of the Options under Resolution 2. Funds will be raised on the eventual exercise of the Options, however, there is no guarantee that the Options will be exercised at any time in the future.

Greenday Commodities and/or its nominee does not currently hold any securities in the Company.

2.3 Terms of Options

Subject to Shareholder approval, the Options to be issued pursuant to Resolution 2 will be subject to the terms and conditions set out in Annexure A.

The Board unanimously recommends that shareholders vote in favour of Resolution 2.

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3 ASX’s Role

The fact that the accompanying Notice of Meeting and Explanatory Statement has been received by the ASX is not to be taken as an indication of the merits of the proposed resolutions. ASX and its respective officers take no responsibility for any decisions Shareholders may make in reliance on any of that documentation.

Explanatory Statement

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ACN 125 010 353

LEGACY IRON ORE LIMITED

Glossary

In this Explanatory Statement, the following terms have the following meaning unless the context otherwise requires:

Annexure	Annexure to this Explanatory Statement.
ASX	Australian Securities Exchange Limited (ACN 008
	624 691).
WST	Western Standard Time.
Board	Board of Directors.
Chairman	Timothy Turner
Constitution	Constitution of the Company.
Company	Legacy Iron Ore Limited (ACN 125 010 353)
Corporations Act	Corporations Act 2001 (Cth).
Director	Director of the Company.
Explanatory Statement	the Explanatory Statement accompanying the Notice
	of General Meeting.
Greenday Commodities	means Greenday Commodities Pty Ltd (ACN 141
	024 339)
Hoki	means Hoki Mining Holding Limited a company
	incorporated and registered in Hong Kong.
Meeting	means this General Meeting.
Notice of General Meeting	the Notice of General Meeting accompanying the
	Explanatory Statement.
Option(s)	means an option to acquire a Share.
Projects	means the Company’s Robertson Range and
	Hamersley Basin iron ore projects.
Share(s)	ordinary fully paid shares in the capital of the
	Company.
Shareholder	Shareholder of the Company.
Terms Sheet	means the terms sheet executed by the Company
	and Hoki on 28 June 2010.

Explanatory Statement

Page 7

ACN 125 010 353

LEGACY IRON ORE LIMITED

ANNEXURE A

TERMS AND CONDITIONS OF NEW OPTIONS Exercisable $0.25 expiring 30 June 2014 (unlisted)

Set out below are the full terms and rights attaching to the new Options:

1. Each Option has been issued for nil consideration.

2. Each Option entitles the holder to acquire one fully paid ordinary share in the Company.

3. The Options are exercisable on or before 30 June 2014.

4. Each Option may be exercised by forwarding to the Company at its principal office the exercise notice, duly completed together with payment of the sum of $0.25 per Option exercised.

5. The Options may be transferred by an instrument (duly stamped where necessary) in the form commonly used for transfer of Options at any time expiry of the Options. This right is subject to any restrictions on the transfer of an Option that may be imposed by ASX in circumstances where the Company is listed on ASX.

6. Option holders shall be permitted to participate in new issues of securities on the prior exercise of Options in which case the Option holders shall be afforded the period of at least nine (9) business days prior to and inclusive of the record date (to determine entitlements to the issue) to exercise Option.

7. Shares issued on the exercise of Options will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application moneys. Shares allotted pursuant to the exercise of an Option will rank equally with the then issued ordinary shares of the Company in all respects. If the Company is listed on ASX it will, pursuant to the exercise of an Option, apply to ASX for Quotation of the Shares issued as a result of the exercise, in accordance with the Corporations Act and the Listing Rules.

8. In the event of any reconstruction (including consolidation sub-division, reduction or return) of the issued capital of the Company, all rights of the Option holder will be charged to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital at the time of the reconstruction.

9. If there is a bonus issue to shareholders, the numbers of shares over which the Option is exercisable may be increased by the number of shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue.

10. In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Options may be reduced in accordance with the Listing Rule 6.22.

Explanatory Statement

Page 8

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

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PROXY FORM

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LEGACY IRON ORE LIMITED

REGISTERED OFFICE:

ABN: 31 125 010 353

HYATT BUSINESS CENTRE SUITE 32 23 PLAIN STREET EAST PERTH WA 6004

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SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

Code: LCY Holder Number:

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

OR

The meeting Chairperson The name of the person you are appointing (mark with an "X") (if this person is someone other than the Chairperson of the meeting).

or failing the person named, or if no person is named, the Chairperson 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 General Meeting of the Company to be held at 9.00am (WST) on Friday , 6 August 2010 at Matilda Bay Room, Hyatt Regency, 99 Adelaide Terrace, Perth WA 6000 and at any adjournment of that meeting.

SECTION B: Voting Directions to your Proxy

Please mark "X" in the box to indicate your voting directions to your Proxy.

Resolution

For Against Abstain*

1. Approval for Issue of Shares to Hoki

2. Approval for Issue of Options to Greenday Commodities and/or its nominee

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If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

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

If you wish to appoint the Chairperson as your proxy and you do not wish to direct the Chairperson how to vote, please mark "X" in the box.

By marking this box, you acknowledge that the Chairperson may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him/her other than as a proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution. The Chairperson of the Meeting intends to vote undirected proxies in favour of the resolution.

SECTION C: Please Sign Below

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Security Holder Security Holder 2 Security Holder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary

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Reference Number:

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0738235053

LCY

1

1

My/Our contact details in case of enquiries are:

NAME

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TELEPHONE NUMBER ( )

NOTES

1. Name and Address

This is the name and address on the Share Register of LEGACY IRON ORE LIMITED. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. Appointment of a Proxy

If you wish to appoint the Chairperson of the Meeting as your Proxy please mark "X" in the box in Section A. Please also refer to Section B of this proxy form and ensure you mark the box in that section if you wish to appoint the Chairperson as your Proxy.

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a Shareholder of LEGACY IRON ORE LIMITED.

3. Directing your Proxy how to vote

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. Appointment of a Second Proxy

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by telephoning the Company's share registry +61 8 9315 2333 or you may photocopy this form.

To appoint a second Proxy you must:

• (a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and

• (b) Return both forms in the same envelope.

5. Signing Instructions Individual: where the holding is in one name, the Shareholder must sign.

Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, 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 may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. Lodgement of Proxy

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than 9.00am (WST) on Wednesday 4 August 2010, being 48 hours before the time for holding the meeting. Any Proxy form received after that time will not be valid for the scheduled meeting.

Security Transfer Registrars Pty Ltd PO BOX 535 Applecross, Western Australia 6953

Street Address: Alexandrea House, Suite 1 770 Canning Highway Applecross, Western Australia 6153

Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233 Email registrar@securitytransfer.com.au

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

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