LINDIAN RESOURCES LIMITED — AGM Information 2015

Nov 1, 2015

LINDIAN RESOURCES LIMITED

ACN 090 772 222

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held at Level 11, London House, 216 St Georges Terrace, Perth, Western Australia on Monday, 30 November 2015 at 12.00 noon (WST).

This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 9481 0389.

1

LINDIAN RESOURCES LIMITED

ACN 090 772 222

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that an annual general meeting of Shareholders of Lindian Resources Limited ( Company ) will be held at Level 11, London House, 216 St Georges Terrace, Perth, Western Australia on Monday, 30 November 2015 at 12.00 noon (WST) ( Meeting ).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Saturday, 28 November 2015 at 12 noon (WST).

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1.

AGENDA

1. Annual Report

To table and consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2015, which includes the Financial Report, the Directors' Report and the Auditor's Report.

2. Resolution 1 – Adoption of Remuneration Report

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

"That for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the 2015 Remuneration Report be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum."

Note: The vote on Resolution 1 will be an advisory vote of Shareholders only, and will not bind the Directors or the Company.

Voting Prohibition: In accordance with section 250R of the Corporations Act, a vote on this Resolution 1 must not be cast (in any capacity) by, or on behalf of:

• (a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or

• (b) a Closely Related Party of such member. However, a person described above may cast a vote on Resolution 1 if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either:

• (a) the person does so as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; or

• (b) the person is the Chairman voting an undirected proxy which expressly authorises the Chairman to vote the proxy on a resolution connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

2

3. Resolution 2 – Approval of Rights Issue

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

"That, for the purposes of the ASX Waiver and for all other purposes, approval is given for the Company to conduct the Rights Issue on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will, in accordance with the ASX Waiver, disregard any votes cast on this resolution by any of its Substantial Holders, any underwriter, sub-underwriter, broker or manager to the Rights Issue, and the associates of each 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.

4. Resolution 3 – Re-election of Director – Mr Kerry Griffin

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

"That Mr Kerry Griffin who retires in accordance with clause 7.3 of the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director."

5. Resolution 4 – Approval of 10% Additional Placement Capacity

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

"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue a number of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion: The Company will disregard any votes cast on this Resolution 4 by a person who may participate in the 10% Additional Placement Capacity issue and a person who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary securities) if this 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.

Dated 30 October 2015

BY ORDER OF THE BOARD

Eddie King Chairman

3

ACN 090 772 222

LINDIAN RESOURCES LIMITED

EXPLANATORY MEMORANDUM

1. Introduction

1.1 General

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Level 11, London House, 216 St Georges Terrace, Perth, Western Australia on Monday, 30 November 2015 at 12.00 noon (WST).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

1.2 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgment of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

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

• (c) a member of the Company 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.

1.3 Annual Report

Shareholders will be offered the opportunity to discuss the Annual Report at the Meeting. Copies of the report can be found on the Company’s website www.lindianresources.com.au or by contacting the Company on +61 8 9481 0389.

There is no requirement for Shareholders to approve the Annual Report.

Shareholders will be offered the following opportunities:

• (a) discuss the Annual Report for the financial year ended 30 June 2015;

• (b) ask questions or make comment on the management of the Company;

• (c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.

In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company's auditor about:

• (a) the preparation and the content of the Auditor's Report;

• (b) the conduct of the audit;

4

(c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• (d) the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office.

2. Resolution 1 – Adoption of Remuneration Report

The Corporations Act provides that the Company is required to put the Remuneration Report to the vote of Shareholders. The Directors' Report contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive and non-executive directors.

The Chairman will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

The vote on Resolution 1 is advisory only and does not bind the Company or its directors. However, the Board will actively consider the outcome of the vote and comments made by Shareholders on the Remuneration Report when reviewing the Company’s future remuneration policies and practices.

3. Resolution 2 – Approval of Rights Issue

3.1 Background

As announced to the ASX on 30 October 2015, the Company is proposing to undertake a nonrenounceable rights issue of up to 1,090,031,850 Shares at an issue price of $0.001 per Share on the basis of 3 new Shares for every 1 Share held on the Record to raise approximately $1,090,032 (before costs) ( Rights Issue or Offer ).

ASX Listing Rule 7.11.3 provides that the ratio of securities offered for a pro rata issue must not be greater than 1 for 1 unless the offer is renounceable and the issue price is not more than the average market price for the securities calculated over the last 5 days on which sales in securities were recorded before the day on which the pro rata issue was announced.

The Company has obtained a waiver from ASX Listing Rule 7.11.3 to enable it to undertake the Rights Issue on the terms set out above ( ASX Waiver ). It is a condition of the ASX Waiver that the Company’s Shareholders approve the Rights Issue. Resolution 2 seeks this approval.

As the Company is currently suspended from trading, it was not able to make the Offer renounceable as it is not possible for Shareholders to trade rights that would be issued under a renounceable offer. As such, the Offer is being made on a non-renounceable basis.

3.2 Rights Issue terms

The Company proposes to conduct the Rights Issue to raise up to approximately $1,090,032 (before the costs of the Offer), at an issue price of $0.001 per Share. Eligible shareholders may subscribe for three new Shares for every one existing Share held as at the record date.

The terms of the Rights Issue will be contained in a prospectus to be lodged with ASIC and ASX shortly after the date of this Notice ( Prospectus ). The Offer under the Prospectus will be conditional on Shareholders approving the Rights Issue under this Resolution. If Shareholders do not approve the Resolution, the Company will not be able to proceed with the Rights Issue as intended and the Directors consider it is likely they will need to place the Company in voluntary administration.

5

The proposed use of funds raised under the Rights Issue is as follows:

Proposed application of funds	Amount
Repay existing creditors	$545,000
Consideration for repurchase of Philippines assets	$50,000
Assessment and further expenditure on Philippines assets	$200,000
Working Capital	$202,110
Costs of the Offer	$92,922
Estimated Total	$1,090,032

Further details of the proposed use of funds will be set out in the Prospectus.

The Board is of the view that the Rights Issue will provide the most certain outcome for the Company in the present circumstances and is preferable because it allows existing Shareholders the opportunity to participate in the funding of the Company and maintain their percentage interest.

The Board considers that the Rights Issue must be on a 3:1 basis to enable sufficient funds to be raised to stabilise the Company’s financial position and to provide it with the funds to complete the Bundok Acquisition (as described in Section 3.11 below). A raising of 1:1 or less is considered insufficient to achieve this objective.

Eligible Shareholders who do not take up their full entitlement will not receive any value in respect of their entitlement they do not take up. Shareholders who are not eligible to participate in the Rights Issue will not receive any value in respect of entitlements they would have received had they been eligible.

3.3

Condition to the Rights Issue

The Rights Issue is conditional upon Shareholders approving the Rights Issue. This is the subject of Resolution 2. In accordance with the ASX Waiver, the Company will disregard any votes cast by Substantial Shareholders of the Company, any underwriter, sub-underwriter, broker or manager to the Rights Issue, and the associates of each of those persons.

If Shareholders do not approve the Rights Issue, the Rights Issue will not proceed and the Company will refund all application money received (without interest) in accordance with the Corporations Act.

3.4 Underwriting and Shortfall Facility

CPS Capital Group Pty Ltd (AFSL 294 848) ( Underwriter ) has been appointed underwriter in respect of the Offer. It is intended the Offer will be fully sub-underwritten. At the date of this Notice it is also intended that as part of the sub-underwriting arrangements, Mr Steve Formica and Mr Eddie King (who are both directors of the Company) will sub-underwrite $220,000 and $210,032 of the Offer, respectively.

The Company has agreed to pay the Underwriter 6% of the total underwritten amount. The Company will also reimburse the Underwriter for all reasonable costs and expenses incidental to the Offer.

Under the proposed underwriting agreement, the Underwriter is obliged to subscribe for all of the shortfall Shares up to the underwritten amount ( Shortfall Shares ). In the event that the Underwriter is required to subscribe for all of the Shortfall Shares, the voting power of the Underwriter could be up to 75%. However, this is highly unlikely because:

6

• (a) it is highly unlikely that no Shareholders will take up their entitlements pursuant to the Rights Issue and the ultimate voting power of the Underwriter will be reduced by the corresponding amount of entitlements taken up by Shareholders under the Offer; and

• (b) it is proposed the Underwriter will enter into binding sub-underwriting agreements with sub-underwriters to subscribe for the Shortfall Shares, and it is unlikely that all or such a number of sub-underwriters will not perform their obligations that will result in the Underwriter’s voting power in the Company exceeding 20%.

The Company also confirms that the underwriting agreement provides that no sub-underwriter by its sub-underwriting will increase its voting power to 20%.

In addition to the Rights Issue, there will be a separate and independent offer of any shortfall from the Rights Issue made pursuant to the Prospectus. Both existing Shareholders and other investors who are not currently Shareholders may apply for Shares pursuant to the shortfall offer. Further details of the underwriting, sub-underwriting and shortfall offer (including possible effects on control of the Company and dilution to Shareholders) will be contained in the Prospectus.

3.5 Capital structure

The following table sets out the current capital structure of the Company, and the capital structure of the Company on completion of the Rights Issue:

Current number of Shares on	363,343,950	Current number of	104,308,440
issue		Options on issue
New Shares offered under	1,090,031,850
Rights Issue
Shares on issue on	1,453,375,800	Options on issue on	104,308,440
completion of Rights Issue		completion of Rights
		Issue

3.6 Timetable

The indicative timetable for the Offer is set out below.

Events	Date
Lodgement of Prospectus with the ASIC	9 November 2015
Lodgement of Prospectus & Appendix 3B with ASX	9 November 2015
Notice sent to Eligible and Ineligible Shareholders	11 November 2015
Ex-date	12 November 2015
Record Date for determining Entitlements	16 November 2015
Prospectus despatched to Shareholders and Offer opens	18 November 2015
Closing Date	27 November 2015
Annual General Meeting to approve Offer	30 November 2015
Securities quoted on a deferred settlement basis	30 November 2015

7

ASX notified of under subscriptions	1 December 2015
Issue Date and deferred settlement trading ends	3 December 2015
Despatch of holding statements	4 December 2015
Anticipated lifting of suspension of Securities is lifted and Quotation of Securities issued under the Offer Subject to the Company meeting ASX reinstatement requirements.	8 December 2015

This is an indicative timetable only and is subject to change at the discretion of the Directors, subject to compliance with the ASX Listing Rules and the Corporations Act. The Directors may extend the Closing Date by giving at least 3 Business Days' notice to ASX prior to the Closing Date, and other dates without prior notice. As such the date the Shares are expected to commence trading on ASX may vary.

3.7 Date by which the Company will issue new Shares under the Rights Issue

Subject to completion of the Rights Issue, the Company expects to issue the new Shares to applicants on or around 3 December 2015.

3.8

Issue price of new Shares

The issue price of the new Shares under the Rights Issue is $0.001.

3.9

Terms of securities offered

The new Shares offered under the Rights Issue will be fully paid ordinary shares in the capital of the Company. A summary of the rights attaching to new Shares offered under the Rights Issue will be set out in the Prospectus.

3.10 Persons to whom new Shares will be issued

New Shares offered under the Rights Issue will be issued to:

• (a) eligible Shareholders who take up their entitlement (either fully or in part);

• (b) Shareholders who apply for additional Shares (in the event of a shortfall in applications due to other Shareholders not taking up their entitlement); and

• (c) other investors identified by the Company and CPS Capital Group (also in the event of shortfall in applications due to other Shareholders not taking up their entitlement).

3.11 Possible advantages of the Rights Issue and reasons to vote in favour of Resolution 2

• (a) Necessity to raise capital

Following a comprehensive review of the Company’s financial position and operations, the Board has determined that the Company needs to urgently raise funds to repair and restructure the Company’s balance sheet. Shareholders should note the Company’s ability to remain a going concern is dependent on its ability to pay its creditors and meet short term working capital requirements.

8

The Board is of the view the Rights Issue will provide the most certain outcome for Shareholders in the circumstances. If the Rights Issue does not proceed, the Directors consider it is likely they will need to place the Company in voluntary administration.

(b) Opportunity to make a further investment in the Company

The Board believes that completion of the Rights Issue will enable the Company to stabilise its financial position and leave it well placed to generate shareholder value moving forward.

The Rights Issue offers Shareholders the opportunity to acquire new Shares at an issue price of $0.001 per Share.

Full participation in the Rights Issue will enable Shareholders to maintain their percentage interest in the Company and share in any upside of the Company moving forward. However, the Company and the Board notes they cannot make any assurance as to the price at which Shares will trade on completion of the Rights Issue, or the future performance of the Company generally.

(c) Bundok Acquisition

As announced by the Company on 30 October 2015, the Company has entered into a Share Sale Agreement with Bundok Resources Pty Ltd (In Liquidation) pursuant to which the Company has agreed, subject to the satisfaction of various conditions, to acquire 100% of the issued share capital of Bundok Holdings Pty Ltd ( Bundok Acquisition ). The acquisition of Bundok Holdings Pty Ltd will result in the Company reacquiring its interest in its Philippines exploration assets. Further details on the status of Bundok Resources Pty Ltd (In Liquidation), the terms of the Bundok Acquisition and the Philippines assets will be set out in the Prospectus.

(d) Re-quotation of Shares on ASX

It is expected that if the Rights Issue is implemented, subject to completion of the Bundok Acquisition, trading the Shares on ASX will recommence shortly after the close of the Rights Issue. If the Rights Issue or Bundok Acquisition does not complete, the Board is unsure as to when trading in the Shares on ASX will recommence. In order for the trading of Shares on ASX to recommence, ASX will need to be satisfied that the Company’s financial position is adequate to warrant continued quotation under ASX Listing Rule 12.2.

3.12 Possible disadvantages of the Rights Issue and reasons to vote against Resolution 2

(a) Potential for significant dilution

On completion of the Rights Issue, the number of Shares on issue will increase from 363,343,950 to 1,453,375,800. This means that each Share will represent a significantly lower proportion of the ownership of the Company and Shareholders who do not take up their full entitlement in the Rights Issue will have a substantially diluted percentage shareholding in the Company.

• (b) Risks associated with an investment in the Company

If Resolution 2 is passed and the Rights Issue proceeds, Shareholders will have to consider whether to take up their entitlements under the Rights Issue. Further details of the risks associated with an investment in the Company will be set out in the Prospectus.

9

3.13 Other material information

Except as set out in this Explanatory Statement, in the opinion of the Directors, there is no other information material to the making of a decision in relation to the Rights Issue, being information that is within the knowledge of any Director, which has not been previously disclosed to Shareholders.

3.14 Directors’ recommendation and intention

Having regard to all the considerations set out in this Explanatory, your Directors consider that, in the absence of a superior proposal, the expected advantages of the Rights Issue outweigh its potential disadvantages and risks.

After considering all these factors, in the absence of a superior proposal:

• your Directors recommend that Shareholders VOTE IN FAVOUR of Resolution 2 to approve the Rights Issue; and

• the Directors entitled to vote intend to VOTE IN FAVOUR of Resolution 2 with respect to all the Share they hold.

Shareholders should be advised that if Resolution 2 is not passed by the required majority and the Rights Issue does not proceed, the Company is likely to be unable to meet its payment obligation to its creditors. The failure to implement the Rights Issue and pay creditors may have significant implications for the Company, empowering creditors to take enforcement action, including appoint an administrator and the Company may become insolvent. The successful completion of the Rights Issue significantly reduces this risk for the Company.

4. Resolution 3 – Re-election of Director – Mr Kerry Griffin

Clause 7.3(a) of the Constitution requires that one third of the Directors must retire at each annual general meeting. Clause 7.3(c) of the Constitution provides that a Director who retires under clause 7.3(a) is eligible for re-election.

Pursuant to clause 7.3 of the Constitution, Mr Kerry Griffin will retire and seek re-election.

The Board (other than Mr Griffin abstaining because of his interest in this Resolution) recommends that Shareholders vote FOR this Resolution.

5. Resolution 4 – Approval of 10% Additional Placement Capacity

5.1 General

Resolution 4, if passed, would give the Company additional capacity to issue or agree to issue Equity Securities (up to 10% of the Company's total fully paid ordinary securities on a 12 month look back basis), in addition to the 15% permitted under Listing Rule 7.1, without further member approval ( Additional Placement Capacity ).

The information below provides more background on Listing Rule 7.1A and the disclosure required by Listing Rule 7.3A.

The Board considers it is in the Company’s best interests to have the opportunity to take advantage of the flexibility to be able to issue additional securities provided under Listing Rule 7.1A. No decision has been made by the Board to undertake any issue of securities if Shareholders approve Resolution 4. The Board believes that Resolution 4 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of Resolution 4.

1

5.2 Description of Listing Rule 7.1A

(a) Additional Placement Capacity

Under Listing Rule 7.1A, an eligible entity may seek approval from members by special resolution at its annual general meeting to have the Additional Placement Capacity.

If approved, the Additional Placement Capacity will allow the Company for a period of 12 months from the date of the Meeting to issue or agree to issue Equity Securities equal to 10% of the number of total fully paid ordinary securities on issue (on a 12 month look back basis) on a non-pro rata basis.

(b) Eligible entity

Under the Listing Rules, an "eligible entity" is an entity which, as at the date of the relevant resolution, is not included in the S&P/ASX300 Index and has a market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) equal to or less than $300 million. As at the date of this Notice, the Company’s market capitalisation is $1,816,720 so classifies as an "eligible entity".

(c) Special resolution

The Additional Placement Capacity requires shareholder approval by way of a special resolution at an annual general meeting. This requires at least 75% of the votes to be cast in favour of the resolution by members entitled to vote on the resolution.

• (d) Securities which may be issued under the Additional Placement Capacity

Under the Additional Placement Capacity, the Company must issue Equity Securities belonging to an existing quoted class of the Company's Equity Securities. As at the date of this Notice, the Company has on issue two classes of quoted Equity Securities, being fully paid ordinary shares (ASX Code: LIN) and listed Options ($0.02, 30 July 2018) (ASX Code: LINO).

• (e) Formula for calculating 10% Additional Placement Capacity

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

Where:

• A is the number of Shares on issue 12 months before the date of issue or agreement:

• (A) plus the number of fully paid ordinary securities issued in the 12 months under an exception in Listing Rule 7.2;

• (B) plus the number of partly paid ordinary securities that became fully paid ordinary securities in the 12 months;

• (C) plus the number of fully paid ordinary shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid ordinary shares under the entity's 15% placement capacity without shareholder approval,

1

(D) less the number of fully paid ordinary shares cancelled in the 12 months.

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

• D is 10%

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

• (f) Minimum Issue Price

The issue price of each Equity Security issued under the Additional Placement Capacity must be no less than 75% of the VWAP for the securities in that class.

The VWAP is to be calculated over the 15 trading days on which trades of securities in that class were recorded immediately before:

• (i) the date on which the issue price is agreed for the securities under the Additional Placement Capacity; or

• (ii) if the securities are not issued under the Additional Placement Capacity within 5 trading days of the date in paragraph (i) above, the date on which the securities are issued.

The Company will disclose this information when Equity Securities are issued under the Additional Placement Capacity.

• (g) 10% Placement Period

Under Listing Rule 7.1A.1, the approval for the Additional Placement Capacity must be for a period ( Additional Placement Period ) commencing on the date of the Annual General Meeting and expiring on the earlier of:

• (i) the date that is 12 months after the date of the Annual General Meeting; or

• (ii) if the Company receives Shareholder approval for a proposed transaction under Listing Rule 11.1.2 (significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking), the date of that approval.

The Company will only issue the Equity Securities during the Additional Placement Period. The approval under Resolution 4 for the issue of Equity Securities will cease to be valid in the event that members approve a transaction under Listing Rule 11.1.2 or Listing Rule 11.2.

(h) Dilution risks

If Equity Securities are issued under the Additional Placement Capacity, there is a risk of economic and voting dilution of existing Shareholders, including the following risks:

• (i) the market price for Equity Securities in the class of securities issued under the Additional Placement Capacity may be significantly lower on the issue date than on the date of the approval under Listing Rule 7.1A (that is, the date of the Meeting, if Resolution 4 is approved); and

1

• (ii) the Equity Securities may be issued under the Additional Placement Capacity at a discount to the market price for those Equity Securities on the issue date,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice.

The table also shows:

• (i) two examples where variable "A" has increased, by 50% and 100%. Variable "A" is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlement offer or securities issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future general meeting; and

• (ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Number of Shares on Issue	Issue Price per Share	$0.0025	$0.005	$0.01
		50% decrease in current issue price	Current issue price	100% increase in current issue price
363,343,950 No change in the number of Shares on issue	10% Voting dilution	36,334,395	36,334,395	36,334,395
	Funds Raised	$90,836	$181,672	$363,344
545,015,925	10% Voting dilution	54,501,593	54,501,593	54,501,593
50% increase in the number of Shares on issue	Funds Raised	$136,254	$272,508	$545,016
726,687,900 100% increase in the number of Shares on issue	10% Voting dilution	72,668,790	72,668,790	72,668,790
	Funds Raised	$181,672	$363,344	$726,688

The examples in the above table are based on the following assumptions:

• (i) The Company issues Shares for cash under the Additional Placement Capacity and no other types of quoted Equity Securities.

• (ii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• (iii) Other than as indicated in the table, the Company does not issue any additional Equity Securities during the Additional Placement Period.

• (iv) The table shows only the effect of issues of Shares under Listing Rule 7.1A, not under the existing 15% placement capacity under Listing Rule 7.1.

1

• (v) The table does not show an example of dilution that may be caused to a particular Shareholder based on that Shareholder's holding at the date of the Meeting.

• (vi) No Options are exercised during the Additional Placement Period and before the date of the issue of the Equity Securities.

• (vii) The issue price is $0.005, being the closing share price of the Shares on ASX on 23 October 2015.

• (i) For what purpose will the Company issue Equity Securities?

The Company may issue Equity Securities under the Additional Placement Capacity for the following purposes:

• (i) to provide non-cash consideration for new asset purchases or investments; or

• (ii) to raise cash to fund:

• (A) general working capital expenses;

• (B) repayment of debt; or

• (C) the acquisition of new assets and investments (including any expenses associated with such an acquisition).

The Company will comply with the disclosure ASX Listing Rules 7.1A.4 and 3.10.5A on issue of any Equity Securities issued pursuant to the approval sought by Resolution 4. If Equity Securities are issued for non-cash consideration, the Company will at the time of issue of the Equity Securities provide a valuation of the non-cash consideration that demonstrates that the issue price of the securities are at or above the minimum issue price, in accordance with the Note to ASX Listing Rule 7.1A.3. The Company intends to maintain the ability to issue securities under ASX Listing Rule 7.1A for non-cash consideration.

• (j) What is the allocation policy?

The Company's allocation policy and the identity of the recipients of Equity Securities issued under the Additional Placement Capacity will be determined on a case-by-case basis at the time of issue and in the Company's discretion.

No decision has been made in relation to an issue of Equity Securities under the Additional Placement Capacity, including whether the Company will engage with new investors or existing Shareholders, and if so the identities of any such persons.

However, when determining of the allocation policy and the identity of the recipients, the Company will have regard to the following considerations:

• (i) the purpose for the issue of the Equity Securities;

• (ii) the financial situation and solvency of the Company;

• (iii) impacts of the placement on control;

(iv) other methods of raising capital; and (v) advice from corporate, financial and broking advisers (if applicable).

1

Recipients may include existing Shareholders or new investors, but not persons who are related parties or associates of related parties of the Company. If the issue is made in connection with the acquisition of assets, the recipients may be the sellers of those assets.

• (k) Details of approvals under Listing Rule 7.1A previously obtained by the Company

The Company has previously obtained Shareholder approval under Listing Rule 7.1A, the last time being at its 2012 Annual General Meeting.

For the purpose of Listing Rule 7.3 A.6, the Company confirms it has not issued any Equity Securities in the 12 months preceding the date of this notice of meeting.

(l) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

1

Schedule 1 - Definitions

10% Additional Placement Capacity has the meaning in Section 5.1.

10% Placement Period has the meaning in Section 5.2(g).

Annual Report means the Directors' Report, the Financial Report and Auditor's Report in respect to the financial year ended 30 June 2015.

Article means an article of the Constitution.

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

ASX Waiver means the waiver from Listing Rule 7.11.3 granted by ASX to the Company and dated 21 August 2015.

Auditor's Report means the auditor's report on the Financial Report.

Board means the board of Directors.

Chairman means the chairman of the Meeting.

Closely Related Party has the meaning in section 9 of the Corporations Act.

Company means Lindian Resources Limited ACN 090 772 222.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Directors' Report means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Equity Securities has the same meaning as in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act of the Company and its controlled entities.

Key Management Personnel means a person having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Listing Rules means the listing rules of ASX.

Meeting has the meaning in the introductory paragraph of the Notice.

Notice means this notice of meeting.

Option means an option which entitles the holder to subscribe for one Share.

Proxy Form means the proxy form attached to the Notice.

Remuneration Report means the remuneration report of the Company contained in the Directors' Report.

Resolution means a resolution contained in this Notice.

1

Rights Issue means the Company’s fully underwritten non-renounceable rights issue of up to 1,090,031,850 Shares at an issue price of $0.001 per Share on the basis of 3 new Shares for every 1 Share held on the record date, to raise up to approximately $1,090,032 and conducted pursuant to the Prospectus.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Memorandum.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

Substantial Holder has the meaning given to it in the Listing Rules.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

VWAP means volume weighted average price.

WST means Western Standard Time, being the time in Perth, Western Australia.

In this Notice, words importing the singular include the plural and vice versa.

1

LINDIAN RESOURCES LIMITED ACN 090 772 222 PROXY FORM

Step 1 – Appoint a Proxy to Vote on Your Behalf

I/We beings member(s) of LINDIAN RESOURCES LIMITED hereby appoint:

The Chairman of the	The Chairman of the	If you areNOT appointing the
Meeting (mark box) OR		Chairman of the Meetingas your proxy, please write the name of
		the person or body corporate you
		are appointing as your proxy

==> picture [219 x 49] intentionally omitted <==

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, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of the Company to be held at Level 11, London House, 216 St Georges Terrace, Perth, Western Australia on Friday, 30 November 2015 at 12.00 noon (WST) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 are connected directly or indirectly with the remuneration of a member of Key Management Personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box in step 2 below. The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 2 – Instructions as to Voting on Resolutions

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.

FOR AGAINST ABSTAIN

Resolution	1	Adoption of Remuneration Report
Resolution	2	Approval of Rights Issue
Resolution	3	Re-election of Director – Mr Kerry Griffin
Resolution	4	Approval of 10% Additional Placement Capacity

Step 3 – Sign

Authorised signature/s

This section must be signed in accordance with the instructions below to enable your voting instructions to be implemented.

Individual or Shareholder 1	Shareholder 2	Shareholder 3
Sole Director and Sole Company Secretary	Director	Director/Company Secretary
____	______	______
Contact Name	Contact Daytime Telephone	Date

Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

1

If a Shareholder appoints a body corporate as the Shareholder’s proxy to attend and vote for the Shareholder at the Meeting, the representative of the body corporate to attend the Meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company’s share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it. Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company’s Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the address below no later than 48 hours prior to the time of commencement of the Meeting.

Lodge your vote:

By facsimile:

By hand: By post: By facsimile: Company Secretary Company Secretary +61 8 9463 6103 Lindian Resources Limited Lindian Resources Limited Level 11 GPO Box 2517 216 St Georges Terrace Perth WA 6001 Perth WA 6000 Australia Australia

1