LEGACY IRON ORE LIMITED — Proxy Solicitation & Information Statement 2012

Jan 29, 2012

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ACN 125 010 353

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

General Meeting to be held at Pinnacles Room, Parmelia Hilton, 14 Mill Street, Perth, Western Australia, 6000 on 29 February 2012 commencing at 10.00 am (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 will be held at Pinnacles Room, Parmelia Hilton, 14 Mill Street, Perth, Western Australia, 6000 on 29 February 2012 commencing at 10:00 am (WST).

SPECIAL BUSINESS

1. Approval for the Buy Back of 42,941,896 Shares (Resolution 1)

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

“That, for the purposes of section 257A Corporations Act and for all other purposes, the Shareholders approve the selective buy back of 42,941,896 Shares for the purpose and on the terms set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution 1 by any person whose Shares are proposed to be bought back and any of their associates. 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 if 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. Removal of Mr Tao Han as a Director (Resolution 2)

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

“That for all purposes Mr Tao Han be removed as a Director with effect from close of the Meeting.”

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

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• (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 Extraordinary 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 Extraordinary General Meeting will be the entitlement of that person set out in the register of Shareholders as at 5pm (WST) on 27 February 2012. Accordingly, transactions registered after that time will be disregarded in determining Shareholder’s entitlement to attend and vote at the Extraordinary General Meeting.

Enquiries

Shareholders may contact the Company Secretary, Ben Donovan, 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

Ben Donovan Company Secretary

Dated 27 January 2012

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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 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.

Resolution 1 - Approval for the Buy Back of 42,941,896 Shares

Under section 257A of the Corporations Act, the buy back by the Company of Shares from selected Shareholders requires a special resolution excluding votes cast by the people whose Shares are proposed to be bought back. The Company proposes to buy back 19,941,896 Shares from NMDC, 4 million Shares from Purkis Limited and 19 million Shares from Burnbank Limited being a total of 42,941,896 Shares.

A share buy back agreement has been entered into with each of NMDC, Purkis Limited and Burnbank Limited dated 27 January 2012 which is conditional on and will only take effect if shareholder approval is provided under Resolution 1 or by 31 March 2012. No consideration is being paid by the Company for the buy back and cancellation of the Buy Back Shares. NMDC, Purkis Limited and Burnbank Limited have each agreed to the buy back of the total 42,941,896 Buy Back Shares as a result of deteriorating capital markets subsequent to shareholder approval being obtained for their allotment in general meeting on 16 December 2011.

Following completion of the buy back, the Buy Back Shares will be cancelled as required under the Corporations Act.

By way of additional information to Shareholders, the following Options are also being cancelled for the same reason the Company is buying back the Buy Back Shares:

1. 20,000,000 Options exercisable at $0.25 on or before 31 December 2015 which were granted to Purkis Limited on 19 December 2011 are being cancelled pursuant to an agreement reached between the Company and Purkis Limited dated 28 December 2011;

2. 18,000,000 Options exercisable at $0.25 on or before 31 December 2015 which were granted to Precipio Capital Pty Limited on 19 December 2011 are being cancelled pursuant to an agreement reached between the Company and Precipio Capital Limited dated 28 December 2011;

3. 20,000,000 Options exercisable at $0.25 on or before 31 December 2015 which were granted to Burnbank Limited on 19 December 2011 are being cancelled pursuant to an agreement reached between the Company and Burnbank Limited dated 28 December 2011;

4. 3,000,000 Options exercisable at $0.25 on or before 31 December 2013 which were granted to John Hebenton on 19 December 2011 are being cancelled pursuant to an agreement reached between the Company and John Hebenton dated 28 December 2011.

5. 10,000,000 Options exercisable at $0.25 on or before 31 December 2015 as follows:

Number	Tranche	Expiry date	Exerciseprice
2,000,000	tranche1	31 December 2014	$0.25
2,000,000	tranche2	31 December 2014	$0.30
2,000,000	tranche 3	31 December 2014	$0.35
2,000,000	tranche4	31 December 2014	$0.40

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$0.45

2,000,000

31 December 2014

tranche 5

which were granted to Sharon Heng on 19 December 2011 are being cancelled pursuant to an agreement reached between the Company and Sharon Heng dated 28 December 2011;

1. 71,000,000 Options exercisable as follows which were granted to NMDC on 19 December 2011 are being cancelled pursuant to an agreement reached between the Company and NMDC dated 28 December 2011;

Number	Tranche	Expiry date	Exerciseprice
20,000,000	n/a	31 December 2015	$0.25
18,000,000	n/a	31 December 2015	$0.25
20,000,000	n/a	31 December 2015	$0.25
3,000,000	n/a	31 December 2013	$0.25
2,000,000	tranche1	31 December 2014	$0.25
2,000,000	tranche2	31 December 2014	$0.30
2,000,000	tranche 3	31 December 2014	$0.35
2,000,000	tranche 4	31 December 2014	$0.40
2,000,000	tranche 5	31 December 2014	$0.45

Shares on issue assuming the passing of resolution 1 under this Notice of Meeting and completion of the buy back and cancellation of the Buy Back Shares:

back and cancellation of the Buy	Back Shares:
	Before Meeting	After Meeting
Total Shares on Issue	576,725,398	533,783,502

This assumes that no Options will have been exercised between the date of this Notice and the date of the Meeting.

Item 2 – Removal of Mr Tao Han (Resolution 2)

Shareholders are being asked to approve the removal of Mr Tao Han as a Director of the Company.

Clause 11.13 of the Constitution provides that the Company in general meeting may remove a director from office provided special notice has been given in accordance with the Corporations Act. Section 203D of the Corporations Act provides that a public company may remove a director by resolution. Notice of intention to move the resolution was given on 25 January 2012 by Sharon Heng in her capacity as a shareholder of the Company holding more than 5% of the Company’s shares on issue. In accordance with section 203D(3) of the Corporations Act, the Director proposed to be removed was given a copy of the notice as soon as it was received by the Company. In accordance with section 249D(5) and section 203D(2) of the Corporations Act the General Meeting has been convened within 21 days of receipt of the request for a meeting and the members of the Company in General Meeting may consider the resolution to remove Mr Han as a Director

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notwithstanding that the General Meeting is being held less than 2 months after the date of the notice given by Sharon Heng.

Section 249P of the Corporations Act enables the member proposing a resolution to be considered at the General Meeting to request that the Company gives a statement, up to 1000 words long, about the resolution and any other matter that may be properly considered at a general meeting, to all shareholders, at the Company’s expense.

Ms Heng has chosen not to provide such a statement.

Section 203D(4) of the Corporations Act enables the Director proposed to be removed to put their case to the members by giving the Company a written statement up to 1000 words long for circulation to members at the Company’s cost, or if time does not permit, distributing the statement at the meeting and having it read out at the meeting before the resolutions are voted on.

The Director proposed to be removed has chosen not to provide such a statement.

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Glossary

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

requires:
General Meeting	means the meeting convened by the Notice of General Meeting.
ASX	ASX Limited (ACN 008 624 691).
Board	Board of Directors.
Buy Back Shares	means the 42,941,896 Shares proposed to be bought back
	under Resolution 1
Constitution	Constitution of the Company.
Company or Legacy	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.
Listing Rules or ASX Listing Rules	the listing rules of ASX.
Meeting	means this General Meeting.
NMDC	means National Mineral Development Corporation Limited
Notice of General Meeting	the Notice of General Meeting accompanying the Explanatory
	Statement.
Share(s)	ordinary fully paid shares in the capital of the Company.
Shareholder	a holder of a Share.
WST	Western Standard Time as observed in Perth, Western Australia.

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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

LEVEL 5 CITIBANK HOUSE 37 ST GEORGES TERRACE PERTH WA 6000

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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

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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 10.00 am (WST) on Wednesday 29 February 2012 at Pinnacles Room, Parmelia Hilton, 14 Mill Street, Perth, Western Australia, 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 the Buy Back of 42,941,896 Shares

2. Removal of Mr Tao Han as a Director

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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 Resolution 1 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 Resolution 1 and your votes will not be counted in calculating the required majority if a poll is called on Resolution 1. The Chairperson of the Meeting intends to vote undirected proxies in favour of Resolution 1.

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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7920344908

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 10.00 am (WST) on Monday 27 February 2012, 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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