LEGACY IRON ORE LIMITED — Proxy Solicitation & Information Statement 2011

Jun 2, 2011

ASX Announcement 3 June 2011

==> picture [596 x 93] intentionally omitted <==

----- Start of picture text -----

I R O N O R E L I M I T E D
----- End of picture text -----

About Legacy Iron Ore

Legacy Iron Ore Limited (“Legacy” or the “Company”) is a Western Australian based Exploration Company, focused on iron ore and gold exploration and discovery.

Legacy’s mission is to increase shareholder wealth through capital growth, created via the discovery, development and operation of profitable mining assets.

The Company was listed on the Australian Securities Exchange on 8 July 2008. Since then, Legacy has had a number of iron ore, manganese and gold discoveries which are now undergoing drilling and resource definition.

Board and Management

Timothy Turner , Non-Executive Chairman Sharon Heng , Executive Director & Chief Executive Officer Tao Han , Non-Executive Director Ivan Wu , Company Secretary & General Manager Steve Shelton , Exploration Manager Marina Watts , Senior Geologist

The Company Announcements Office ASX Limited

Via E Lodgement

GENERAL MEETING OF SHAREHOLDERS NOTICE OF MEETING

The Company is pleased to advise a General Meeting of Shareholders of Legacy Iron Ore Limited will be held at the Matilda Bay Room, Hyatt Regency, 99 Adelaide Terrace, Perth, Western Australia on 4 July 2011 at 9:00am (WST).

The Company has today dispatched the Notice of Meeting to shareholders, please find attached the Notice of General Meeting (including the Explanatory Notes) and Proxy Form.

Key Projects

Mt Bevan Iron Ore Project Hamersley Iron Ore Project Robertson Range Iron Ore and Manganese Project South Laverton Gold Project East Kimberley Gold and Base Metals Project

Enquiries

Sharon Heng Chief Executive Officer Phone: +61 8 9421 2005

Yours faithfully,

LEGACY IRON ORE LIMITED

Ivan Wu

Company Secretary

Tony Arrigo Investor Relations Phone: +61 8 9421 2005 Mobile: +61 (0) 418 888 001 Email: tonyarrigo@legacyiron.com.au

ASX Codes: LCY, LCYO, LCYOA, LCYOB

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

PO BOX 6878 EAST PERTH BC WA 6892

Phone: +61 8 9421 2005 Fax: +61 8 9421 2001 Email: info@legacyiron.com.au Web: www.legacyiron.com.au

==> picture [184 x 111] intentionally omitted <==

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 Monday, 4 July 2011 commencing at 9:00am (WST)

This Notice of General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Shareholders of Legacy Iron Ore Limited (“ the Company ”) will be held at the Matilda Bay Room, Hyatt Regency, 99 Adelaide Terrace, Perth WA 6000 on Monday, 4 July 2011 commencing at 9:00am (WST).

SPECIAL BUSINESS

1 Resolution 1: Ratification of issue of Shares to the Advisory Committee

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

“That for the purpose of Listing Rule 7.4 and for all other purposes, approval is given to ratify the prior issue of 1,000,000 Shares to the Advisory Committee on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion: The Company will disregard any votes cast on this resolution by any person who participated in the issue the subject of this resolution and any person associated with those persons. However, the Company need not disregard any vote if it is cast by a person as 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.

2 Resolution 2: Ratification of issue of Securities to SpringTree Special Opportunities Fund

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

“That for the purpose of Listing Rule 7.4 and for all other purposes, approval is given to ratify the prior issue of 18,768,674 Shares and 2,900,000 Options to SpringTree Special Opportunities Fund, LP, on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion: The Company will disregard any votes cast on this resolution by any person who participated in the issue the subject of this resolution and any person associated with those persons. However, the Company need not disregard any vote if it is cast by a person as 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

Page 1

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 9:00am (WST) on Saturday, 2 July 2011. 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 1[st] day of June 2011

Notice of General Meeting

Page 2

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 to be held at held at Matilda Bay Room, Hyatt Regency, 99 Adelaide Terrace, Perth WA 6000 on Monday, 4 July 2011 commencing at 9:00am (WST).

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 resolutions 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.

Item 1 Ratification of the Issue of Shares to the Advisory Committee (Resolution 1)

On 24 December 2010 the Company announced the issue of 1,000,000 Shares to the Advisory Committee pursuant to the terms of the Heads of Agreement between the Company and each member of the Advisory Committee dated 19 June 2009.

Shareholder approval is sought to ratify the Shares previously issued and referred to in Resolution 1.

The Company allotted and issued such Shares to the members of the Advisory Committee in consideration for the advisory services provided pursuant to the Heads of Agreement and to save the Company’s cash resources.

The Advisory Committee is made up of John Hebenton, Paul Piercy, Peter Smith and Alan Erasmus who are not related parties of the Company.

ASX Listing Rule 7.1 provides that (subject to certain exceptions, none of which are relevant here) prior approval of shareholders is required for an issue of securities by a company if the securities will, when aggregated with the securities issued by the company during the previous 12 months, exceed 15% of the number of the shares on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 provides that where a company ratifies a prior issue of securities, the issue will be treated as having been made with approval for the purpose of Listing Rule 7.1, thereby replenishing the company’s 15% capacity and enabling it to issue further securities up to that limit.

Resolution 1 proposes the ratification and approval of the allotment and issue of 1,000,000 Shares to the Advisory Committee for the purpose of satisfying the requirements of ASX Listing Rule 7.4.

The information required to be provided to shareholders to satisfy ASX Listing Rule 7.4 is specified in ASX Listing Rule 7.5.

Explanatory Statement

Page 3

ASX Listing Rule 7.5

In compliance with the information requirements of ASX Listing Rule 7.5, members are advised of the following particulars in relation to the ratification of the allotment and issue under Resolution 1:

1. Number of Securities allotted

A total of 1,000,000 Shares were issued as follows:

• (a) 250,000 Shares to John Hebenton;

• (b) 250,000 Shares to Paul Piercy;

• (c) 250,000 Shares to Peter Smith; and

• (d) 250,000 Shares to Alan Erasmus.

2. The price at which the Securities were issued

There were no funds raised from the issue of the Shares. The Shares have a deemed issue price of $0.08 per Share.

3. The terms of the Securities

The Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the existing fully paid ordinary shares on issue.

4. The use of (or intended use) of the funds raised

There were no funds raised from the issue of the Shares. The Shares were issued to each member of the Advisory Committee in consideration for the advisory services provided pursuant to the Heads of Agreement.

Item 2 Ratification of the Issue of Securities to SpringTree (Resolution 2)

During the period from 11 February 2011 to 30 May 2011 the Company has announced the total issue of 18,768,674 Shares and 2,900,000 Options to SpringTree, in stages, pursuant to the terms of the Convertible Security Agreement.

Shareholder approval is sought to ratify the Shares and Options previously issued to SpringTree and referred to in Resolution 2.

The full details of the Convertible Security Agreement were announced to the ASX on 11 February 2011.

As at the date of this Notice of General Meeting, the Company has drawn down a total of $1,450,000 (paid in stages) under the Convertible Security Agreement. In accordance with the Convertible Security Agreement, the Company has issued the following Securities to SpringTree:

Explanatory Statement

Page 4

Table A - Securities Issued by the Company to SpringTree

Date	Funds drawn down under Convertible Security Agreement	Conversion Price	Number of Securities issued
14 February 2011	$200,000; and $500,000 (“Additional Tranche”)	Issued as commencement fee (nil consideration)	3,463,541 Shares 2,900,000 Options
14 March 2011		$200,000 converted at $0.070 per Share	2,857,143 Shares
28 March 2011	$150,000
12 April 2011		$250,000 of the Additional Tranche converted at $0.0662 per Share	3,776,435 Shares
13 April 2011		$150,000 converted at $0.0670 per Share	2,238,806 Shares
18 April 2011	$300,000
13 May 2011		$300,000 converted at $0.0855 per Share	3,508,772 Shares
17 May 2011	$300,000
20 May 2011		$250,000 of the Additional Tranche converted at $0.0855 per Share	2,923,977 Shares
Total	$1,450,000		18,768,674 Shares 2,900,000 Options

ASX Listing Rule 7.1 provides that (subject to certain exceptions, none of which are relevant here) prior approval of shareholders is required for an issue of securities by a company if the securities will, when aggregated with the securities issued by the company during the previous 12 months, exceed 15% of the number of the securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 provides that where a company ratifies a prior issue of securities, the issue will be treated as having been made with approval for the purpose of Listing Rule 7.1, thereby replenishing the company’s 15% capacity and enabling it to issue further securities up to that limit.

Resolution 2 proposes the ratification and approval of the allotment and issue of 18,768,674 Shares and 2,900,000 Options to SpringTree for the purpose of satisfying the requirements of ASX Listing Rule 7.4.

The information required to be provided to shareholders to satisfy ASX Listing Rule 7.4 is specified in ASX Listing Rule 7.5.

Explanatory Statement

Page 5

ASX Listing Rule 7.5

In compliance with the information requirements of ASX Listing Rule 7.5, members are advised of the following particulars in relation to the ratification of the allotment and issue under Resolution 2:

1. Number of Securities allotted

• (a) 18,768,674 Shares; and

• (b) 2,900,000 Options,

were issued to SpringTree.

2.

The price at which the Securities were issued

• (a) The Shares have been issued at various prices ranging from $0.0662 per Share to $0.0855 per Share as outlined in Table A above; and

• (b) The Options were issued for nil consideration.

3. The terms of the Securities

• (a) The Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the existing fully paid ordinary shares on issue.

• (b) The Options expire on or before 14 February 2014 and have an exercise price of $0.1173 per Option (11.73 cents). The Options have no voting rights and are otherwise issued on the terms and conditions set out in Annexure A.

4. The use of (or intended use) of the funds raised

The Shares referred to in Resolution 2 were issued pursuant to the Convertible Security Agreement in consideration for $1,416,692.65 as specified in Table A above. The Company used the funds for the drilling and exploration program at its Mt Bevan Iron Ore Project and general working capital.

No funds were raised on the issue of the Options. Funds may be raised on the eventual exercise of the Options, however, there is no guarantee that the Options will be exercised.

Explanatory Statement

Page 6

Glossary

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

Advisory Committee	means the committee made up of John Hebenton, Paul Piercy, Peter Smith
	and Alan Erasmus.
Annexure	annexure to this Explanatory Statement.
ASIC	Australian Securities and Investments Commission.
Board	board of Directors.
Chairman	Timothy Turner.
Company	Legacy Iron Ore Limited (ACN 125 010 353).
Convertible Notes	means convertible notes issued under the Convertible Security Agreement.
Constitution	constitution of the Company.
Convertible Security Agreement	means the convertible security agreement between the Company and
	SpringTree dated 11 February 2011.
Corporations Act	Corporations Act 2001 (Cth).
Director	director of the Company.
Explanatory Statement	means the explanatory.
Heads of Agreement	means the agreements between the Company and each member of the
	Advisory Committee dated 19 June 2009.
Notice of General Meeting	means this notice of general meeting of the Company and includes the
	Explanatory Statement, Annexure A and the proxy form.
Option(s)	means an option to acquire a Share.
Securities	means Options or Shares.
Share(s)	fully paid ordinary share in the capital of the Company.
Shareholder(s)	shareholder(s) of the Company.
SpringTree	means SpringTree Special Opportunities Fund, LP, a Delaware limited
	partnership of 370 Lexington Avenue, Suite 1900, New York, NBY 10017
	USA.
WST	Western Standard Time in Australia.

Explanatory Statement

Page 7

Annexure A Terms of Options

• (a) Each Option entitles the holder to acquire one fully paid ordinary share in the Company.

• (b) The Options are exercisable on or before 14 February 2014.

• (c) 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 $0.1173 per Option exercised.

• (d) 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.

• (e) 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.

• (f) 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.

• (g) 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.

• (h) 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.

• (i) 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.

• (j) Application will be made for the Options to be quoted on the Official List of the ASX at the same time as the application is made for quotation for the future Options.

Explanatory Statement

Page 8

==> picture [37 x 37] intentionally omitted <==

PROXY FORM

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.

==> picture [37 x 37] intentionally omitted <==

LEGACY IRON ORE LIMITED

REGISTERED OFFICE:

ACN 125 010 353

PO BOX 6878 EAST PERTH BC WA 6892

==> picture [261 x 76] intentionally omitted <==

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

==> picture [108 x 35] intentionally omitted <==

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 Monday 4 July 2011 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. Ratification of Issue of Shares to the Advisory Committee

2. Ratification of Issue of Securities to SpringTree

==> picture [110 x 64] intentionally omitted <==

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.

SECTION C: Please Sign Below

==> picture [554 x 60] intentionally omitted <==

----- Start of picture text -----

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
----- End of picture text -----

==> picture [37 x 37] intentionally omitted <==

==> picture [97 x 37] intentionally omitted <==

6353156032 Reference Number:

LCY

1

1

My/Our contact details in case of enquiries are: NAME

==> picture [37 x 37] intentionally omitted <==

==> picture [37 x 37] intentionally omitted <==

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.

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 Saturday 2 July 2011, 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

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.

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.

==> picture [37 x 37] intentionally omitted <==

==> picture [37 x 37] intentionally omitted <==

0527156039