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 25 November 2016 at 2.00pm (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 (08) 9481 0389.

ACN 090 772 222

LINDIAN RESOURCES LIMITED

NOTICE OF GENERAL MEETING

Notice is hereby given that the 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 25 November 2016 at 2.00pm (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 23 November 2016 at 4.00pm (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 2016, 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 2016 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.

3. Resolution 2 – Consolidation of Capital

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

"That, pursuant to and in accordance with section 254H of the Corporations Act, and for all other purposes, Shareholders approve and authorise the Directors to consolidate the issued capital of the Company on the basis that every 10 Shares be consolidated into one Share and that Options on issue be adjusted in accordance with the Listing Rules on the terms and conditions in the attached Explanatory Memorandum accompanying this Notice."

4. Resolution 3 – Change to Scale of Activities

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

“That, subject to the passing of Resolution 4 and 5, for the purpose of ASX Listing Rules 11.1.2 and for all other purposes, approval is given for the Company to acquire 100% of the issued shares in Tangold Pty Ltd on the terms and conditions set out in the Explanatory Statement accompanying this notice and consequently to make a change in the scale of its activities to include a new gold project in Tanzania. ”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. Resolution 4 – Acquisition of Tangold Pty Ltd

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

“That, subject to the passing of Resolutions 3 and 5, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to:

a) 75,000,000 Shares (on a post Consolidation basis); and
b) 50,000,000 Performance Shares (on a post Consolidation basis),

to the shareholders of Tangold Pty Ltd 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 shareholders of Tangold Pty Ltd and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

6. Resolution 5 – Creation of a New Class of Securities

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

“That, subject to the passing of Resolutions 3 and 4, for the purpose of section 246B of the Corporations Act and for all other purposes, the Company is authorised to issue the Performance Shares on the terms and conditions set out in the Explanatory Statement.”

7. Resolution 6 – Ratification of Prior Issue of Shares

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 200,000,000 Shares (being 20,000,000 Shares on a post Consolidation basis) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue 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.

8. Resolution 7 – Approval for Option Placement

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 20,000,000 Placement Options (on a post Consolidation basis) 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 may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

9. Resolution 8 – Issue of Director Options - Mr Eddie King

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

"That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Directors to issue up to 2,000,000 Director Options (on a post Consolidation basis) to Mr Eddie King (or his nominee) on the terms and conditions, set out in the Explanatory Memorandum."

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr King (or his nominee) 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, 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.

10. Resolution 9 – Issue of Director Options – Mr Steve Formica

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

"That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Directors to issue up to 7,500,000 Director Options (on a post Consolidation basis) to Mr Steve Formica (or his nominee) on the terms and conditions, set out in the Explanatory Memorandum."

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Formica (or his nominee) 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, 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.

11. Resolution 10 – Issue of Director Options - Mr Kerry Griffin

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

"That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Directors to issue up to 2,000,000 Director Options (on a post Consolidation basis) to Mr Kerry Griffin (or his nominee) on the terms and conditions, set out in the Explanatory Memorandum."

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Griffin (or his nominee) 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, 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.

12. Resolution 11 – Issue of Advisor Options

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 8,500,000 Options (on a post Consolidation basis) on the terms and conditions set out in the Explanatory Statement.”

13. Resolution 12 – Election of Director – Mr Matt Bull

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

“That, subject to the completion of the acquisition of 100% of the issued shares in Tangold Pty Ltd, for the purpose of clause 7.2 of the Constitution and for all other purposes, Matt Bull, being eligible and having consented to act, be elected as a director of the Company on and from the date of completion by the Company of the acquisition of shares in Tangold Pty Ltd.”

14. Resolution 13 - Re-election of Director – Mr Eddie King

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

"That Mr Eddie King 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."

15. Resolution 14 – Section 195 Approval

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

“That, for the purposes of section 195(4) of the Corporations Act and for all other purposes, Shareholders approve and authorise the Directors to complete the transactions as contemplated in this Notice."

16. Resolution 15 – 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 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.

Voting Prohibition for Resolutions 8, 9 and 10

A vote on Resolutions 8, 9 and 10 must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member. However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and

(a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
(b) the person appointed as proxy is the Chairman and the appointment does not specify how the Chairman is to vote but expressly authorises the Chairman to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

Dated 25 October 2016

BY ORDER OF THE BOARD

Eddie King Chairman Lindian Resources Limited

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 25 November 2016 at 2.00pm (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 Proposed Consolidation of Capital

Resolution 2 seeks Shareholder approval for the Company to undertake a consolidation of the number of Securities on issue on the basis that every 10 Securities held be consolidated into one Security. Shareholders should note that, except where indicated to the contrary, reference to the number of Securities in this Notice have been made on a post Consolidation basis. In the event the Consolidation is not approved, the number of Securities to be issued should be adjusted to reflect a pre Consolidation basis.

The outcome of Resolution 2 will not affect the validity of the other Resolutions pursuant to this Notice, only the relevant number of Securities referred to in those Resolutions (which will be adjusted accordingly in the event the Consolidation is not approved).

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 – Consolidation of Capital

3.1 General

Resolution 2 seeks Shareholder approval for the Company to undertake a consolidation of the number of Shares on issue on the basis that every 10 Shares held be consolidated into one Share.

3.2 Effect of Consolidation

The result of the Consolidation is that each Security holding will be reduced by 10 times its current level. Each Shareholder’s proportional interest in the Company’s share capital will remain unchanged as a result of the Consolidation. Any fractional entitlements of Security holders as a consequence of the Consolidation will be rounded up.

The change in capital structure of the Company following the Consolidation, which is subject to adjustments for rounding, is as follows:

Class of Security	Number on Issue (Pre- Consolidation)	Number on Issue (Post-Consolidation)
Shares	1,628,120,659	162,812,066

The Consolidation will take effect from the second Business Day after Shareholder approval is received pursuant to the Notice of Meeting ( Effective Date ).

As from the day that is four Business Days after the Effective Date, the Company may not register transfers on a pre-Consolidation basis. In the case of certificated holdings, this is the last day for the Company to accept transfers accompanied by certificates issued before the Consolidation.

The Company will send a notice to all Security holders not earlier than the fourth Business Day after the Effective Date and not later than the eighth Business Day after the Effective Date advising of the number of Securities held by each Security holder both before and after the capital Consolidation.

Uncertificated security holding statements or certificates (as applicable) for the Securities will be sent to Security holders not earlier than the fourth Business Day after (but not including) the Effective Date and not later than the eighth Business Day after (but not including) the Effective Date.

The Company will, from the date that is four Business Days after the Effective Date, reject transfers accompanied by a certificate or holding statement that was issued before the Consolidation.

Where a Security holder has sold his or her Securities in the Company prior to the Consolidation of ordinary Shares and the Company receives a valid transfer executed by the Security holder together with a certificate (if applicable) for those Shares, the Company will send an uncertificated security holding statement or certificate (as applicable) for the new Shares to the transferee named in the transfer.

Resolution 2 is an ordinary resolution.

3.3 Capital Structure

On the basis that the maximum number of Securities are issued under Resolutions 4 and 7 to 11, the Company’s capital structure following the Consolidation will be as follows:

Class of Security	Number on Issue (Post-Consolidation)
Shares1	162,812,066
Consideration Shares2	75,000,000
TOTAL SHARES	237,812,066
Listed Options ($0.20, 30 July 2018)	10,283,963
Unlisted Options ($0.02, 31 December 2020)3	40,000,000
TOTAL OPTIONS	50,283,963
Class A Performance Shares4	25,000,000
Class B Performance Shares4	25,000,000
TOTAL PERFORMANCE SHARES4	50,000,000

Notes:

This figure is based on the Company’s issued Share capital at the date of this Notice and prior to completion of the Acquisition.
Refer to Resolution 4.
This figure includes the Placement Options, Director Options and Advisor Options the subject of Resolutions 7, 8, 9, 10 and 11.
Refer to Resolutions 4 and 5.

3.4 Timetable

Based upon the above, an indicative timetable assuming Shareholder approval is obtained will be as follows:

Event	Date
Following shareholder approval Company announces shareholder approval of capital Consolidation.	25 November 2016
Last day for trading pre-capital Consolidation securities.	28 November 2016
Ex Date.	29 November 2016
Record Date. Last day to register transfers on a pre-capital Consolidation basis.	30 November 2016
First day to register transfers on a post-capital Consolidation basis.	1 December 2016
Latest date for Company to send notice to each security holder of pre and post capital Consolidation holdings.	7 December 2016

4. Tangold Acquisition

4.1 Background

As announced on 6 October 2016, Lindian has entered into a conditional agreement to acquire an Australian company, Tangold Pty Ltd ( Tangold ), that through its Tanzanian subsidiary, Hapa Gold Limited ( Hapa Gold ), owns or has the right to the licences comprising of the Tanzanian Projects.

Tanzanian Projects

The Tanzanian Projects include two approved prospecting licences ( PLs ) and 7 primary mining licences ( PMLs ) that are still in application. In addition to these licences, Hapa Gold Limited also has a 3-year option to acquire up to 10 additional primary mining licences within the current Uyowa Project area. A complete table of the licences is provided in Section 4.2. The location of the Tanzanian Projects is shown in Figure 1.

==> picture [388 x 264] intentionally omitted <==

Figure 1 Location of the Kahama and Uyowa Gold Projects

Uyowa Project

The Uyowa Gold Project is located within the renown Lake Victoria Gold Fields in Western Tanzania. Previous exploration has highlighted a 13 kilometre long soil and auger drilling anomaly that has been partially tested by RC and diamond drilling. Exploration was primarily focused in the northern parts of Uyowa with Ashanti Goldfields Corporation (Ashanti) undertaking a 999 meters reverse circulation drilling program in 2003. Ashanti relinquished Uyowa, returning it to its local owners who then sold it to Lake Victoria Mining Company Inc (LVMC) in 2011 via an option agreement. LVMC spent approximately $1.2 million further exploring Uyowa and conducted a 2,486 metre reverse circulation drilling program identifying two narrow, but continuous, gold rich zones extending about 1.3 kilometres in strike length.

Figure 2 shows the location of the Tenements in the Uyowa Project over the ground magnetic image of the project area. The deposit is interpreted to be located on shear zone with higher grade zones corresponding to south east trending fractures.

==> picture [392 x 270] intentionally omitted <==

Figure 2 Tenement Location map over airbourne Magnetic Image of the Uyowa Project

Notable results to date include: 24 g/t over 2 meters, 6.25 g/t Au over 2 meters, 7.7 g/t over 1 meter.

Figure 3 shows the results of RC drilling conducted by LVMC with the structural setting of the deposit.

==> picture [466 x 329] intentionally omitted <==

Figure 3 Significant intercepts at the Uyowa Project

Kahama Project

The Kahama Project is targeting shear zone hosted gold mineralisation and the property of a similar style to that occurring at Uyowa.

4.2 Tenements

Project	Licence Number	Status	Licence Type	Area
Kahama Project	PL10722/2015	Granted	Prospecting	21.81 km2
Uyowa Project	PL10918/2016	Granted	Prospecting	27.08 km2
Uyowa Project	PML15443/CWZ	Application	Primary Mining	0.08 km2
Uyowa Project	PML15444/CWZ	Application	Primary Mining	0.08 km2
Uyowa Project	PML15475/CWZ	Application	Primary Mining	0.03 km2
Uyowa Project	PML15480/CWZ	Application	Primary Mining	0.06 km2
Uyowa Project	PML15481/CWZ	Application	Primary Mining	0.07 km2
Uyowa Project	PML15483/CWZ	Application	Primary Mining	0.08 km2
Uyowa Project	PML15484/CWZ	Application	Primary Mining	0.1 km2
Uyowa Project*	PML0003473	Granted	Primary Mining	0.08 km2
Uyowa Project*	PML0003474	Granted	Primary Mining	0.07 km2
Uyowa Project*	PML0003475	Granted	Primary Mining	0.04 km2
Uyowa Project*	PML0003476	Granted	Primary Mining	0.05 km2
Uyowa Project*	PML0003477	Granted	Primary Mining	0.08 km2
Uyowa Project*	PML0003478	Granted	Primary Mining	0.08 km2
Uyowa Project*	PML0003479	Granted	Primary Mining	0.08 km2
Uyowa Project*	PML000044CWZ	Granted	Primary Mining	0.08 km2
Uyowa Project*	PML000045CWZ	Granted	Primary Mining	0.08 km2
Uyowa Project*	PML0003469	Granted	Primary Mining	0.08 km2

* Hapa Gold’s interest in these licences is subject to completion occurring under an option agreement with the local licence holders. Total cash consideration for acquisition of all 10 PMLs under the option agreement, over a three year period, is US$400,000.

4.3 Share Sale Agreement

The principal terms of the Share Sale Agreement pursuant to which the Company has agreed to acquire 100% of the issued share capital in Tangold are as follows:

(a) ( Sale and purchase ): The Tangold Shareholders have agreed to sell to the Company 100% of the shares in Tangold. The Tangold Shareholders are identified in Schedule 5 to this Notice of Meeting.
(b) ( Consideration ): In consideration for the purchase of the shares in Tangold, the Company will issue to the Tangold Shareholders (in aggregate and on a post Consolidation basis):
(i) 75,000,000 Shares (the Consideration Shares );
(ii) 25,000,000 Class A Performance Shares, converting on the Company’s announcement of an Inferred Mineral Resource or greater on the Tenements (as defined by a Competent Person in accordance with JORC Code 2012), of at least 200,000 ounces of Au at 2g/t with a cut off grade of 0.5g/t ( Class A Performance Shares ); and

(iii) 25,000,000 Class B Performance Shares, conditional on conversion of the Class A Performance Shares and an independent third party expert producing a positive PreFeasibility Study for the development of the Tenements ( Class B Performance Shares );

(together, the Consideration Securities ).

(c) The Consideration Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms as the Company’s existing ordinary shares. The Performance Shares will be issued on the terms set out in Schedule 4 to this Notice of Meeting. The Consideration Securities will be apportioned among the Tangold Shareholders pro-rata to their shareholding in Tangold, as set out in Schedule 5.
(d) ( NSR Royalty ): Following completion of the Acquisition, the Company shall pay to Kabunga Holdings Pty Ltd (or its nominee) a 2% net smelter return received for all mineral product recovered from the Tenements ( NSR ). The Company has the option to buy back 50% of the NSR (being the equivalent of a 1% NSR), at its sole election, at a purchase price to be negotiated by the parties in good faith.
(e) ( Escrow ): To the extent that ASX does not impose any escrow on the Consideration Shares, the Consideration Shares will be subject to voluntary escrow for a period of 12 months from the date of issue.
(f) ( Conditions Precedent ): Completion of the Acquisition is subject to satisfaction of certain conditions precedent, including:
(i) completion of due diligence by the Company on Tangold, Hapa Gold and the Tanzanina Projects and being satisfied in its absolute discretion with the results of that due diligence;
(ii) the Company completing the Placement (including issue of the Placement Options the subject of Resolution 7); and
(iii) the Company obtaining all necessary shareholder and regulatory approvals under the ASX Listing Rules and the Corporations Act to complete the Acquisition and the other matters contemplated by this Notice of Meeting, including ASX approval for the terms of the Performance Shares.
(g) ( Other terms ): The Share Sale Agreement contains other terms considered standard for an agreement of this nature, including warranties by the Tangold Shareholders, rights as to exclusivity, maintenance of the Tenements, limitations on claims and confidentiality.

4.4 Board Composition

The Board of the Company currently comprises of Mr Eddie King (Chairman), Mr Steve Formica (Non-Executive Director) and Mr Kerry Griffin (Non-Executive Director).

Pursuant to the Share Sale Agreement, upon completion of the Acquisition, it is intended that Mr Matt Bull will be appointed as a Non-Executive Director of the Company. It is proposed that Mr Kerry Griffin will resign.

Matt Bull is an exploration geologist who has worked on a wide range of commodities including graphite, gold and iron ore. He has considerable experience in greenfield exploration and resource development programs. He is currently a non-executive director of Volt Resources (ASX: VRC) where he was instrumental in the company’s growth, progressing its Tanzanian graphite project towards production.

4.5 Requirement for additional funding

Following completion of the Acquisition and the Consolidation, the Company will seek to raise up to approximately $1,200,000 (before expenses) by way of an underwritten rights issue, to fund the activities of the Company ( Capital Raising ). The rights issue will be undertaken by a pro-rata entitlement to Shareholders of the Company. The final terms of rights issue are still to be determined.

It is proposed that CPS Capital Group will be appointed as underwriter to the Capital Raising. Further terms of the underwriting agreement will be specified in the Rights Issue documentation when it is dispatched.

4.6 Pro-forma balance sheet

The financial effects of the Acquisition and other matters contemplated by this Notice of Meeting is set out in the pro-forma balance sheet of the Company as Schedule 3 to this Notice of Meeting.

4.7 Pro-forma capital structure

The pro-forma capital structure of the Company following completion of the Acquisition and other matters contemplated by this Notice of Meeting (on a post Consolidation basis) is as follows:

	Shares	Options	Performance Shares
Current Issued Capital1	162,812,066	10,283,9632	-
Issue of Consideration Securities3	75,000,000	-	50,000,0004
Issue of Options5	-	40,000,000	-
TOTAL	237,812,066	50,283,963	50,000,000

Notes:

Following the Consolidation.
10,283,963 listed Options (LINO) exercisable at $0.20 on or before 30 July 2018.
Refer to Resolutions 3, 4 and 5.
Consisting of:
25,000,000 Class A Performance Shares; and
25,000,000 Class B Performance Shares.
Refer to Resolutions 7, 8, 9, 10 and 11, being for the issue of a total of 40,000,000 the Placement Options, Director Options and Advisor Options.
Refer to Section 4.5 for details of the proposed Capital Raising, the terms of which are to be determined.
The above table assumes no additional Securities are issued by the Company upon the exercise of Options or otherwise.

4.8 Tangold Shareholders

The details of the Tangold Shareholders, their respective entitlement to Consideration Securities and their respective shareholding in the Company upon completion of the Acquisition are set out in Schedule 5 to this Notice of Meeting.

4.9 Advantages and disadvantages of the Acquisition

(a) Advantages

The Directors are of the view that the following non-exhaustive list of advantages may be relevant to a Shareholder’s decision on how to vote on the Acquisition Resolutions:

(i) the Acquisition represents an attractive opportunity for the Company to invest in gold exploration assets to increase the value of the Company;

(ii) the Acquisition represents a significant opportunity for the Company to increase the scale of its activities which should increase the number and size of the investor pool that may invest in the Company’s shares;
(iii) the Acquisition brings to the Company a well-credentialed management team with experience in gold exploration in Tanzania;
(iv) the consideration for the Acquisition is comprised of Shares and Performance Shares, thereby conserving the Company’s existing cash reserves;
(v) the Performance Shares will convert on the satisfaction of the Milestones into fully paid ordinary shares. The Company has structured the Performance Shares to incentivize and align the interests of the Tangold Shareholders with the interests of the Company and existing Shareholders; and
(vi) the issue of the Consideration Securities will result in an increased market capitalisation which, combined with the Acquisition, may assist the Company to raise funds in the future to further its operations.

(b)

Disadvantages

The Directors are of the view that the following non-exhaustive list of disadvantages may be relevant to a Shareholder’s decision on how to vote on the Acquisition Resolutions:

(i) the Company intends to alter the primary focus of its operations to gold exploration in Tanzania, which may not be consistent with the objectives of all Shareholders;
(ii) the Company will issue the Consideration Securities to the Tangold Shareholders which will have a dilutionary effect on the current holdings of Shareholders;
(iii) the gold projects in Tanzania may not turn out to be commercially viable and thus losses may be incurred. In general terms, investments in listed exploration companies should be considered highly speculative;
(iv) there are risks associated with gold exploration in Tanzania and the prospective business of the Company upon completion of the Acquisition. A non-exhaustive list of these risks is set out in Section 4.10 below; and
(v) there is no guarantee that the Shares will not fall in value upon completion of the Acquisition.

4.10 Risks

Shareholders should be aware that if the Acquisition is approved and completed, the Company will be changing its primary focus to that of a gold exploration company with assets in Tanzania. There are risks for the Company and its Shareholders inherent in the Acquisition. The risks described below are not intended to be exhaustive. There may be additional risks that the Company is unaware of or that the Company currently considers to be immaterial which may affect the Company. Based on the information available, a non-exhaustive list of risk factors associated with the Company’s proposal to acquire Tangold is as follows:

(a) Gold

The Tenements are considered prospective for gold. The potential success of the gold projects will be primarily dependent on the market conditions of demand for and supply of gold and the consequent commodity price of gold. Gold market conditions are volatile and can be expected to fluctuate as a result of numerous factors which are beyond the control of the Company.

(b) Tanzania

The Tenements are located in Tanzania and the Company will therefore be subject to the risks associated with operating in a foreign country. These risks may include economic, social or political instability or change, hyperinflation, currency non-convertibility or instability and changes of law affecting foreign ownership, government participation, taxation, working conditions, rates of exchange, exchange control, exploration licensing, export duties, repatriation of money or assets or return of capital, environmental protection, mine safety, labour relations as well as government control over mineral properties or government regulations that require the employment of local staff or contractors or require other benefits to be provided to local residents.

Changes, if any, in mining or investment policies or shifts in political attitude in Tanzania may adversely affect the operations or profitability of the Company.

Failure to comply strictly with applicable laws, regulations and local practices relating to exploration or mineral rights applications and tenure could result in loss, reduction or expropriation of rights or entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests.

The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on the operations or profitability of the Company. The Company has made its investment and strategic decisions based on the information currently available to the Directors, however should there be any material change in the political, economic, legal and social environments in Tanzania, the Directors may reassess the Company’s investment decisions and commitments to assets in Tanzania.

(c)

Exploration risks

Exploration is a high risk activity that requires large amounts of expenditure over extended periods of time. The Company’s exploration activities on the Tenements will be subject to all the hazards and risks normally encountered in the exploration of minerals, including climatic conditions, hazards of operating vehicles and plant, risks associated with operating in remote areas and other similar considerations. Conclusions drawn during mineral exploration are subject to the uncertainties associated with all sampling techniques and to the risk of incorrect interpretation of geological, geochemical, geophysical, drilling and other data.

Further, the costs of the Company’s exploration activities may materially differ from its estimates and assumptions. No assurance can be given that the Company’s cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company’s viability.

(d)

Operating risks

The operations of the Company may be affected by various factors, including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes, and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its tenement interests. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

(e) Tenure

Mining and exploration permits in Tanzania are subject to periodic renewal. There is no guarantee that current or future permits or future applications for permits will be approved.

(f) Development

Possible future development of a mining operation at any of the Company’s projects is dependent on a number of factors including, but not limited to, the acquisition and/or delineation of economically recoverable mineralisation, favourable geological conditions, receiving the necessary approvals from all relevant authorities and parties, seasonal weather patterns, unanticipated technical and operational difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns, access to the required level of funding and contracting risk from third parties providing essential services.

If the Company commences production, its operations may be disrupted by a variety of risks and hazards which are beyond its control, including environmental hazards, industrial accidents, technical failures, labour disputes, unusual or unexpected rock formations, flooding and extended interruptions due to inclement of hazardous weather conditions and fires, explosions or accidents. No assurance can be given that the Company will achieve commercial viability through the development or mining of projects in Tanzania.

(g)

Environmental risks

The exploration and any future mining activities of the Company are subject to local laws and regulations concerning the environment. As with most exploration projects and mining operations, the proposed activities in Tanzania are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. Such impact can give rise to substantial costs for environmental rehabilitation, damage, control and losses. Further, if there are environmental rehabilitation conditions attaching to the permits granted in Tanzania, failure to meet such conditions could lead to forfeiture of these permits.

(h)

Economic Risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities.

(i)

Additional requirements for capital

The Company’s capital requirements depend on numerous factors. Depending on the Company’s ability to generate income from its operations, the Company is likely to require further financing in addition to amounts raised by the issue of Placement Shares and the Capital Raising contemplated by this Notice of Meeting. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be. There is however no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company.

(j)

Market risk

Share market conditions may affect the value of the Company’s shares regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

(i) general economic outlook;
(ii) interest rates and inflation rates;
(iii) currency fluctuations;
(iv) commodity price fluctuations;
(v) changes in investor sentiment toward particular market sectors;

(vi) the demand for, and supply of, capital; and

(vii) terrorism and other hostilities.

4.11 Indicative Timetable

An indicative timetable for the Acquisition is set out below. Shareholders should note the below dates are indicative only and may change without notice. The Directors reserve the right to amend the timetable.

Event	Date

Announcement of the Term Sheet	6 October 2016
Completion of due diligence on Tangold and the Tanzanian Projects	18 November 2016
Annual General Meeting	25 November 2016
Completion of Acquisition	2 December 2016
Completion Consolidation	7 December 2016
Announcement of Rights Issue and commencement of Rights Issue timetable	To be confirmed

4.12 Plans for the Company if the Acquisition is not completed

If the Company does not complete the Acquisition, the Company will continue with its existing projects and investigate and undertake due diligence on new opportunities for growth.

4.13 Directors’ Recommendation

It is the view of the Directors that the Acquisition will give Shareholders the opportunity to obtain exposure to prospective gold exploration assets in Tanzania. The Directors consider that the Acquisition is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of all of the Resolutions. The Resolutions regarding the Acquisition (being Resolutions 3 to 5 (inclusive)) are interdependent, meaning that Shareholders must pass Resolutions 3, 4 and 5 for the Acquisition to proceed.

No Director has any interest in shares in Tangold.

4.14 Competent Person’s Statement

The information on the page that relates to Exploration Results is based on information compiled or reviewed by Mr Matt Bull, who is a consultant of Lindian Resources Limited. Mr Bull is a Member of the Australian Institute of Geoscientists and has sufficient experience of relevance to the styles of mineralisation and the types of deposits under consideration, and to the activities undertaken, to qualify as a Competent Person as defined in the 2012 Edition of the Joint Ore Reserves Committee (JORC) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Bull consents to the inclusion in this report of the matters based on information in the form and context in which it appears.

5. Resolution 3 – Change to Scale of Activities

5.1 General

The Acquisition, if approved by Shareholders at the General Meeting, will have a significant impact on the scale of activities undertaken by the Company.

Accordingly, Resolution 3 seeks Shareholder approval for the Acquisition pursuant to ASX Listing Rule 11.1.2.

A detailed description of the Acquisition is set out above at Section 4 of the Explanatory Statement.

Resolution 3 is conditional on Resolutions 4 and 5 being approved.

5.2 ASX Listing Rule 11.1

ASX Listing Rule 11.1 provides that where an entity proposes to make a significant change, either directly or indirectly, to the scale of its activities, it must provide full details to ASX as soon as practicable. ASX Listing Rule 11.1.2 provides that, if ASX requires, the entity must get the approval of Shareholders and must comply with any requirements of ASX in relation to the Notice of Meeting.

ASX has advised the Company that the change in the scale of the Company’s activities does not require the Company to re-comply with the admission requirements set out in Chapters 1 and 2 of the ASX Listing Rules in accordance with ASX Listing Rule 11.1.3.

For this reason, the Company is seeking Shareholder approval for the Company to change the scale of its activities under ASX Listing Rule 11.1.2.

6. Resolution 4 – Acquisition of Tangold Pty Ltd

6.1 General

As set out in Section 4, the Company has entered into the Share Sale Agreement pursuant to which the Company has the conditional right to acquire 100% of the shares in Tangold in consideration for the issue of the Consideration Securities to the Tangold Shareholders.

A summary of the terms of the Share Sale Agreement is set out in Section 4.2 of this Explanatory Statement.

Resolution 4 seeks Shareholder approval to allow the Company to issue the Consideration Securities to the Tangold Shareholders in consideration of the Acquisition.

The Consideration Securities comprise 75,000,000 Shares, 25,000,000 Class A Performance Shares and 25,000,000 Class B Performance Shares. The Performance Shares will each convert into one fully paid ordinary share on achievement of the relevant Milestone.

None of the Tangold Shareholders, as individuals and together with their respective associates, will control more than 19.9% of the Shares in the Company upon completion of the Acquisition.

The effect of Resolution 4 will be to allow the Company to issue the Consideration Securities during the period of three months after the General Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity under ASX Listing Rule 7.1.

6.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Consideration Securities for the purpose of the Acquisition:

(a) the maximum number of securities to be issued (on a post Consolidation basis) is:
(i) 75,000,000 Shares;
(ii) 25,000,000 Class A Performance Shares; and
(iii) 25,000,000 Class B Performance Shares,
(b) It is intended that the allotment and issue of the Consideration Securities will occur on the same date, being the date of completion of the Acquisition, which will be no later than three months after the date of the General Meeting (or a later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(c) The Consideration Securities will be issued for nil cash consideration as they are being issued in

consideration of the acquisition of Tangold. Accordingly, no funds will be raised by issue of the Consideration Securities;

(d) The Consideration Securities will be allotted and issued to the Tangold Shareholders.

Mr Matt Bull, is a Tangold Shareholder and will be appointed to the Board of the Company subject to completion of the Acquisition. As Mr Bull will only become a related party of the Company (as an anticipated Director of the Company) as a result of the Acquisition, Shareholder approval for the issue of Consideration Securities to Mr Bull under ASX Listing Rule 10.11 is not required pursuant to exception 6 of ASX Listing Rule 10.12. Other than Mr Bull, no other Tangold Shareholder is a related party of the Company.

(e) The details of the Tangold Shareholders, their respective entitlement to Consideration Securities in the Company upon completion of the Acquisition are set out in Schedule 5 to this Notice of Meeting.
(f) The Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares.
(g) The Class A Performance Shares and Class B Performance Shares will be issued on the terms and conditions set out in Schedule 4 of this Notice.

7. Resolution 5 – Creation of a New Class of Securities

Resolution 5 seeks Shareholder approval for the Company to be authorised to issue the Performance Shares to the Tangold Shareholders. The Performance Shares are intended to be issued in consideration of the acquisition of Tangold as described in Section 4 of this Explanatory Statement.

A company with a single class of shares on issue, which proposes to issue new securities not having the same rights as its existing shares, is taken to vary the rights of existing shareholders unless the Constitution already provides for such an issue.

Section 246B of the Corporations Act provides that the rights attaching to a class of shares cannot be varied without:

(a) a special resolution passed at a meeting of the shareholders holding shares in that class; or
(b) the written consent of the shareholders who are entitled to at least 75% of the votes that may be cast in respect of shares in that class.

Subject to Shareholder approval of this Resolution 5 , upon completion of the Acquisition, the Company will issue a total of 50,000,000 Performance Shares to the Tangold Shareholders (in proportion to their shareholding in Tangold) with the following Milestones:

(a) Class A Performance Shares : Class A Performance Shares will convert into Shares subject to the announcement of an Inferred Mineral Resource or greater on the Tenements (as defined by a Competent Person in accordance with JORC Code 2012), of at least 200,000 ounces of Au at 2g/t with a cut off grade of 0.5g/t (the Milestone A Target ), within 2 years of completion of the Acquisition.
(b) Class B Performance Shares : Class B Performance Shares will convert into Shares subject to:
(i) the Class A Performance Shares having been converted to Shares; and
(ii) an independent third party expert producing a Pre-Feasibility Study (as defined in the JORC Code) which evidences a 15% or greater internal rate of return (using publicly available industry assumptions, including deliverable spot product pricing, which is independently verifiable) for the development of the Tenements ( Milestone B Target ),

within 4 years of completion of the Acquisition.

The full terms and conditions of the Performance Shares are set out in Schedule 4.

The Company has requested ASX to consider whether the terms are appropriate and equitable for the purposes of Listing Rule 6.1, and to approve the issue of the Performance Shares pursuant to Listing Rule 6.2. Following a response from ASX on the terms and conditions of the Performance Shares, the Company will advise the market accordingly.

The Company seeks approval from Shareholders for the issue of the Performance Shares as a new class of shares. This Resolution is a special resolution.

8. Resolution 6 – Ratification of Prior Issue of Shares

8.1 General

On 7 October 2016, the Company issued 200,000,000 Shares (being the equivalent of 20,000,000 Shares on a post Consolidation basis), at an issue price of $0.0015 per Share, to raise $300,000.

Resolution 6 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

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

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

8.2 Technical information required by ASX Listing Rule 7.4

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

(a) 200,000,000 Shares were issued (being the equivalent of 20,000,000 Shares) on a post Consolidation basis).
(b) The issue price was $0.015 per Share on a post Consolidation basis (being $0.0015 per Share on a pre Consolidation basis).
(c) The Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.
(d) The Shares were issued to selected sophisticated investors who were clients of CPS Securities Group. Mr Matt Bull participated in the Placement and subscribed for 4,000,000 Shares (on a post Consolidation basis). As Mr Bull will only become a related party of the Company as a result of the Acquisition (as an anticipated Director of the Company on completion of the Acquisition), Shareholder approval for the issue of Shares to Mr Bull under ASX Listing Rule 10.11 is not required pursuant to exception 6 of ASX Listing Rule 10.12.

None of the other subscribers were a related party of the Company.

(e) The funds raised from this issue were used, and will be used, by the Company to fund due diligence on the proposed Acquisition and for general working capital purposes.

(f) A voting exclusion statement is included in the Notice.

9. Resolution 7 – Approval for Option Placement

9.1 General

As set out in the Company’s announcement on 6 October 2016, the Company has agreed to issue 20,000,000 free attaching Options to the Shares issued pursuant to the Placement ( Placement Options ) (on a post Consolidation basis).

Resolution 7 seeks approval for issue of the Placement Options.

A summary of ASX Listing Rule 7.1 is set out in Section 8.1.

The effect of Resolution 7 will be to allow the Company to issue the Placement Options during the period of three months after the General Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity under ASX Listing Rule 7.1.

9.2 Technical information required by ASX Listing Rule 7.1

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

(a) The maximum number of Options to be issued under Resolution 7 is 20,000,000 Options (on a post Consolidation basis).
(b) The Placement Options will be issued no later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Placement Options will occur on the same date.
(c) The Placement Options will be issued for nil cash consideration as free attaching Options to the Placement Shares. Accordingly, no funds will be raised from the issue of the Placement Options.
(d) The Placement Options will be issued to selected sophisticated investors who were clients of CPS Capital Group. Mr Matt Bull participated in the Placement and will be issued 4,000,000 Placement Options. As Mr Bull will only become a related party of the Company as a result of the Acquisition (as an anticipated Director of the Company on completion of the Acquisition), Shareholder approval for the issue of Shares to Mr Bull under ASX Listing Rule 10.11 is not required pursuant to exception 6 of ASX Listing Rule 10.12.

None of the other subscribers to be issued Placement Options will be a related party of the Company.

(e) The Placement Options will be exercisable at $0.02 (on a post Consolidation basis) will expire on 31 December 2020 and will otherwise be on the terms and conditions set out in Schedule 2.
(f) A voting exclusion statement is included in the Notice.

10. Resolutions 8, 9 and 10 - Issue of Director Options

10.1 Background

Pursuant to Resolutions 8, 9 and 10, the Company proposes to grant a total of 11,500,000 Director Options (on a post Consolidation basis) to Mr Eddie King, Mr Steve Formica and Mr Kerry Griffin, and/or their nominees.

The primary purpose of the grant of the Director Options is to provide a performance linked incentive component in the Directors’ remuneration packages to assist the Company in attracting, retaining, motivating and rewarding their performance, and to align their interests with those of Shareholders. The Board considers that the experience of the Directors will greatly assist the development of the Company, particularly as the Company

seeks to identify new opportunities to create shareholder value in the coming months. As such, the Board believes that the number of Director Options to be granted to the Directors is commensurate with their value to the Company.

Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained, unless an exception in ASX Listing Rule 10.12 applies. Approval pursuant to Listing Rule 7.1 is not required in order to issue the Director Options as approval is being obtained under ASX Listing Rule 10.11.

Each of the directors whom Director Options will be issued is a related party of the Company by virtue of being a Director of the Company.

The Board (other than each Director in relation to the issue of Director Options to them, in which case they decline to make a recommendation) supports the grant of Director Options to each of Eddie King, Steve Formica and Kerry Griffin.

10.2 Related Party Approval

The Company is not seeking Shareholder approval for the financial benefit covered by Resolutions 8,9 and 10 as the Board has resolved that the financial benefit to be provided to the Directors pursuant to the Director Options comes within the reasonable remuneration exemption to Chapter 2E of the Corporations Act 2001 (Cth).

10.3 Information required by Listing Rule 10.13

For the purposes of Listing Rule 10.13, information regarding the issue of the Director Options is provided as follows:

(a) The Director Options will be issued to Mr Eddie King and Mr Steve Formica, and/or their nominees.
(b) The maximum number of Director Options the Company can issue to each of the Directors and/or their nominees under Resolutions 8, 9 and 10 (on a post Consolidation basis) is as follows:
(i) Mr Eddie King – 2,000,000 Director Options;
(ii) Mr Steve Formica – 7,500,000 Director Options; and
(iii) Mr Kerry Griffin – 2,000,000 Director Options;
(c) The Company will issue the Director Options to the relevant Directors and/or their nominees no later than one month after the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Director Options will be issued on one date.
(d) The Director Options will be issued for nil cash consideration. Accordingly, no funds will be raised from the issue of the Director Options.
(e) The Director Options will be exercisable at $0.02 (on a post Consolidation basis), will expire on 31 December 2020 and will otherwise be on the terms and conditions set out in Schedule 2.
(f) A voting exclusion statement is included in the Notice.

11. Resolution 11 – Issue of Advisor Options

11.1 General

Resolution 11 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to 8,500,000 Options (on a post Consolidation basis) ( Advisor Options ), in aggregate, to advisors and consultants of the Company ( Advisors ).

The Advisors have provided services as consultants to the Company. The Advisor Options are proposed to be issued to the Advisors to retain their services and to provide cost effective remuneration for their ongoing commitment and contribution to the Company.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period. The effect of Resolution 4 will be to allow the Directors to issue the Advisor Options during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity

Resolution 11 is an ordinary resolution.

11.2 Specific information required by Listing Rule 7.3

The following information is provided for the purposes of Listing Rule 7.3:

(a) The Advisor Options will be issued to the Advisors (and/or their nominees). None of the recipients will be related parties of the Company.
(b) The maximum number of securities the Company may issue is 8,500,000 Advisor Options (on a post Consolidation basis).
(c) The Company will issue the Advisor Options no later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). It is expected that the Advisor Options will be issued on one date.
(d) The Advisor Options will be issued for nil cash consideration as they will be issued to incentivise and reward the Advisors. Accordingly, no funds will be raised from issue of the Advisor Options.
(e) The Advisor Options will be exercisable at $0.02 (on a post Consolidation basis), will expire on 31 December 2020 and will otherwise be on the terms and conditions set out in Schedule 2.
(f) A voting exclusion statement is included in the Notice.

12. Resolution 12 – Election of Director – Mr Matt Bull

Resolution 12 seeks approval for the election of Mr Matt Bull as a director of the Company with effect from successful completion of the Acquisition, in accordance with clause 7.2 of the Constitution.

Clause 7.2(c) of the Constitution provides that the Company may, by ordinary resolution, appoint any person as a Director.

If Resolution 12 is approved by Shareholders, Matt Bull will be appointed as a Director upon the completion of the Acquisition.

Relevant background and information relating to Matt Bull is set out in Section 4.4 of this Explanatory Statement.

The Board recommends that Shareholders vote FOR this Resolution.

13. Resolution 13 – Re-election of Director – Mr Eddie King

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 Eddie King will retire and seek re-election.

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

14. Resolution 14 – Section 195 Approval

Section 195 of the Corporations Act essentially provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a “material personal interest” are being considered.

Some of the Directors may have a material personal interest in the outcome of Resolutions 8, 9 and 10. In the absence of this Resolution 14, the Directors may not be able to form a quorum at directors meetings necessary to carry out the terms of Resolutions 8, 9 and 10.

The Directors have accordingly exercised their right under section 195(4) of the Corporations Act to put the issue to Shareholders to resolve.

15. Resolution 15 – Approval of 10% Additional Placement Capacity

15.1 General

Resolution 15, 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 15. The Board believes that Resolution 15 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of Resolution 15.

15.2 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 approximately $3,256,000 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).

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

(f)

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,
(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.

(g)
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.

(h)
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 15 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.

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 15 is approved); and
(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. The table has been drafted on a post Consolidation basis.

Number of Shares on Issue			Dilution
		$0.01	$0.02	$0.04
		(Issue price being a 50% decrease in current Share price)	(Current issue price)	(Issue price being a 100% increase in current Share price)
162,812,065	10% Voting dilution	16,281,206	16,281,206	16,281,206
No change in the number of Shares on issue	Funds Raised	$162,812	$325,624	$651,248
244,218,098	10% Voting dilution	24,421,809	24,421,809	24,421,809
50% increase in the number of Shares on issue	Funds Raised	$244,218	$488,436	$976,872
325,624,131	10% Voting dilution	32,562,413	32,562,413	32,562,413
100% increase in the number of Shares on issue	Funds Raised	$325,624	$651,248	$1,302,497

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.
(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 $0.002, being the closing share price of the Shares on ASX on 25 October 2016.

(j)

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) exploration on the Tanzanian Projects; or

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 15. 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.

(k) 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).

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.

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 2015 Annual General Meeting.

For the purpose of Listing Rule 7.3A.6, the Company confirms it has issued the following Equity Securities in the 12 months preceding the date of this Notice:

Securities in the 12 months preceding the date of this Notice:
Equity securities issued in prior 12 month period	1,292,938,277
Percentage previous issues represent of total number of equity securities on issue at commencement of 12 month period	355%

Date of Issue	Number of Securities	Class	Issue Price	Discount to Market price	Total Consideration	Recipient / Basis of allotment
4/12/2015	1,092,938,277	Shares	$0.001	N/A – The Shares were suspended from trading at this time..	$1,092,938	Rights Issue to existing shareholders of the Company. Funds raised were used as follows: Repayment to creditors ($470,000) consideration for repurchase of Philippines assets pursuant to the Bundok Acquisition ($50,000), review of the Philippines assets ($00,000), costs of the Rights Issue ($90,000), working capital ($140,000). Remaining cash to be spent on working capital of approximately $300,000.
6/10/2016	200,000,000	Shares	$0.0015	25% discount to closing price on day of announcement	$300,000. To be spent on due diligence for the Tanzanian acquisition and working capital.	Share Placement to be ratified by shareholders pursuant to Resolution 6. The Placement Shares were issued to clients of CPS Capital Group. Further details are set out in Resolution 6.

(m) 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.

Schedule 1 - Definitions

Advisors means consultants and service providers to the Company to be determined by the Board.

Advisor Option means an Option issued pursuant to Resolution 11, and on the terms and conditions set out in Schedule 2.

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.

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.

Consolidation means the consolidation of the Company’s securities pursuant to Resolution 2.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Director Option means an Option issued pursuant to Resolutions 8, 9 and 10, and on the terms and conditions set out in Schedule 2.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

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 (and includes a Placement Option, Advisor Option or Director Option, as the context requires).

Placement Option means an Option issued pursuant to Resolution 7, and on the terms and conditions set out in Schedule 2.

Proxy Form means the proxy form attached to the Notice.

Resolution means a Resolution contained in this Notice.

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.

Tenements means those tenements listed in paragraph 22(c) of Schedule 4.

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

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.

Schedule 2 – Terms and Conditions of Options

The general rights and liabilities attaching to the Placement Options, Advisor Options and Director Options can be summarised as follows:

(a) Each Option entitles the holder to subscribe for one Share upon exercise of the Option.
(b) Each Option has an exercise price of $0.02 ( Exercise Price ) (on a post Consolidation basis) and the expiry date is 31 December 2020 ( Expiry Date ).
(c) The Options are exercisable at any time after grant and on or prior to the Expiry Date.
(d) The Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised. Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.
(e) Shares issued on exercise of the Options rank equally with the then Shares of the Company.
(f) Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.
(g) There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least ten business days after the issue is announced. This will give the holders of Options the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
(h) If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):
(i) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and
(ii) no change will be made to the Exercise Price.
(i) If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of the Exercise Price of an Option.
(j) If there is any reconstruction of the issued share capital of the Company, the rights of the Optionholders may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.
(k) No application for quotation of the Options will be made by the Company.
(l) The Options are transferable provided that the transfer of the Options complies with section 707(3) of the Corporations Act.
(m) Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for shares on exercise of the Options with the appropriate remittance should be lodged at the Company's share registry.

Schedule 3 – Pro-forma Balance Sheet

Set out below is a statement of financial position of the Company as at 30 June 2016 together with a pro forma statement of financial position assuming completion of the Acquisition of Tangold Pty Ltd and the Capital Raising.

Note Current Assets Cash assets 1,2 Total Current Assets Non-Current Assets Exploration assets 3 Total Non-Current Assets Total Assets Current Liabilities Payables Total Current Liabilities Total Liabilities Net Assets/(Liabilities) Equity Contributed equity 2,3 Reserves Retained losses Total Equity	Audited as 30 June 2016 Audited pro forma assuming Acquisition of Tangold Pty Ltd and Capital Raising is completed $’000 $’000 293 1,697
	293 1,697
	- 975
	- 975
	293 2,572
	168 - 168 -
	168 -
	125 2,572
	25,124 27,571 8,508 8,508 (33,507) (33,507)
	125 2,572

The above pro forma statement of financial position was prepared assuming completion of the following transactions (and the statement should be read in conjunction with these notes):

1 Successful completion of the acquisition of Tanzanian Gold Project as announced to ASX on 6 October 2016 and Capital Raising to raise approximately $1,200,000 (before expenses). A 6% commission has been deducted for expected capital raising fees.
2 Placement issue of 200,000,000 Shares at $0.0015 to raise $300,000 (before expenses) with one free option for every share applied for. Funds raised will be used for Acquisition due diligence and working capital. A 6% commission was paid to brokers raising the $300,000.
3 Issue of the following Consideration Securities to the Tangold Shareholders (on a post Consolidation basis):
a. 750,000,000 Shares for a total amount of $975,000.
b. 250,000,000 Class A Performance Shares, converting on the Company’s announcement of an Inferred Mineral Resource or greater on the Tenements (as defined by a Competent Person in accordance with JORC Code 2012), of at least 200,000 ounces of Au at 2g/t with a cut-off grade of 0.5g/t; and
c. 250,000,000 Class B Performance Shares, conditional on conversion of the Class A Performance Shares and an independent third party expert producing a PreFeasibility Study (as defined in the JORC Code) which evidences a 15% or greater internal rate of return (using publicly available industry assumptions, including deliverable spot product pricing, which is independently verifiable) for the development of the Tenements.
4 Grant of a 2% NSR Royalty to Kabunga Holdings Pty Ltd, with the Company having an option, at its sole discretion, to purchase 1% that NSR Royalty on terms agreed between the parties.

Schedule 4 – Performance Shares

The terms of the Performance Shares are as follows:

( Performance Shares ): Each Performance Share is a share in the capital of the Company.
( General Meetings ): The Performance Shares shall confer on the holder ( Holder ) the right to receive notices of general meetings and financial reports and accounts of the Company that are circulated to the Shareholders. Holders have the right to attend general meetings of the Shareholders.
( No Voting Rights ): The Performance Shares do not entitle the Holder to vote on any resolutions proposed at a general meeting of the Shareholders, subject to any voting rights under the Corporations Act 2001 (Cth) or the ASX Listing Rules where such rights cannot be excluded by these terms.
( No Dividend Rights ): The Performance Shares do not entitle the Holder to any dividends.
( No Rights on Winding Up ): Upon winding up of the Company, the Performance Shares may not participate in the surplus profits or assets of the Company.
( No Rights to Return of Capital ) A Performance Share does not entitle the Holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.
( Transfer of Performance Shares ): The Performance Shares are not transferable.
( Reorganisation of Capital ): In the event that the issued capital of the Company is reconstructed, all rights of a Holder will be changed to the extent necessary to comply with the ASX Listing Rules at the time of reorganisation provided that, subject to compliance with the ASX Listing Rules, following such reorganisation the economic and other rights of the Holder are not diminished or terminated.
( Application to ASX ): The Performance Shares will not be quoted on ASX. Upon conversion of the Performance Shares into Shares in accordance with these terms, the Company must within seven (7) days after the conversion apply for and use its best endeavours to obtain the official quotation on ASX of the Shares arising from the conversion.
( Participation in Entitlements and Bonus Issues ): Subject always to the rights under paragraph 9 ( Reorganisation of Capital ), Holders of Performance Shares will not be entitled to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.
( Amendments required by ASX ): The terms of the Performance Shares may be amended as necessary by the board of directors of the Company in order to comply with the ASX Listing Rules, or any directions of ASX regarding the terms provided that, subject to compliance with the ASX Listing Rules, following such amendment, the economic and other rights of the Holder are not diminished or terminated.
( No Other Rights ): The Performance Shares give the Holders no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

Conversion of the Performance Shares

( Issue of Performance Shares ): The Performance Shares will be issued on settlement of the acquisition of Tangold Pty Ltd ( Settlement ).
( Milestones ): The respective classes of Performance Shares will convert into Shares as follows:
(a) Class A Performance Shares : Class A Performance Shares will convert into Shares subject to the announcement of an Inferred Mineral Resource or greater on the Tenements (as defined by a Competent Person in accordance with JORC Code 2012), of at least 200,000 ounces of Au at 2g/t with a cut off grade of 0.5g/t (the Milestone A Target ).
(b) Class B Performance Shares : Class B Performance Shares will convert into Shares subject to:
(i) the Class A Performance Shares having been converted to Shares; and

(ii) an independent third party expert producing a Pre-Feasibility Study (as defined in the JORC Code) which evidences a 15% or greater internal rate of return (using publicly available industry assumptions, including deliverable spot product pricing, which is independently verifiable) for the development of the Tenements ( Milestone B Target ),

(the Milestones ).

( Conversion on change of control ): Notwithstanding that the relevant Milestone has not been satisfied, upon the occurrence of either:
(a) a takeover bid under Chapter 6 of the Corporations Act 2001 (Cth) having been made in respect of the Company and having received acceptances for more than 50% of Shares on issue and being declared unconditional by the bidder; or
(b) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies,

that number of Performance Shares that is equal to 10% of the Shares on issue immediately following conversion under this paragraph will convert into an equivalent number of Shares. The conversion will be completed on a pro rata basis across each class of performance shares then on issue as well as on a pro rata basis for each Holder. Performance Shares that are not converted into Shares under this paragraph will continue to be held by the Holders on the same terms and conditions.

( Conversion of Performance Shares ): Upon the relevant Milestone being achieved, or upon a change of control event on the terms of paragraph 16 above, that relevant class of Performance Shares will convert into Shares on a one (1) for one (1) basis.
If the conversion of each Performance Share would result in any person becoming in contravention of section 606(1) of the Corporations Act, then the conversion of the Performance Shares that would cause the contravention shall be deferred until such time or times that the conversion would not at a later date result in a contravention of section 606(1) of the Corporations Act. The Vendors shall give written notification to the Company if they consider that the conversion of all or any of the Performance Shares under the Agreement may result in contravention of section 606(1) of the Corporations Act, failing which the Company shall be entitled to assume that the conversion of the Performance Shares under the Agreement will not result in any person being in contravention of section 606(1) of the Corporations Act.

18. ( Expiry ):

(a) If the Milestone A Target is not achieved by the date that is two years after the date of Settlement, the Class A Performance Shares will automatically lapse on that date.
(b) If the Milestone B Target is not achieved by the date that is four years after the date of Settlement, the Class B Performance Shares will automatically lapse on that date.
( After Conversion ): The Shares issued on conversion of the Performance Shares will rank equally with and confer rights identical with all other Shares then on issue and application will be made by the Company to ASX for official quotation of the Shares issued upon conversion.
( Conversion Procedure ): The Company will issue the Holder with a new holding statement for the Shares as soon as practicable following the conversion of the Performance Shares into Shares.
( Ranking of Shares ): The Shares into which the Performance Shares will convert will rank pari passu in all respects with the Shares on issue at the date of conversion.

22. (Definitions): For the purpose of these terms:

(a) Company means Lindian Resources Limited ACN 090 772 222.
(b) Settlement means completion of the acquisition of Tangold Pty Ltd by the Company.
(c) Tenements means:

(i) the following tenements:

Project	Licence Number	Status	Licence Type	Area
Kahama Project	PL10722/2015	Granted	Prospecting	21.81 km2
Uyowa Project	PL10918/2016	Granted	Prospecting	27.08 km2
Uyowa Project	PML15443/CWZ	Application	Primary Mining	0.08 km2
Uyowa Project	PML15444/CWZ	Application	Primary Mining	0.08 km2
Uyowa Project	PML15475/CWZ	Application	Primary Mining	0.03 km2
Uyowa Project	PML15480/CWZ	Application	Primary Mining	0.06 km2
Uyowa Project	PML15481/CWZ	Application	Primary Mining	0.07 km2
Uyowa Project	PML15483/CWZ	Application	Primary Mining	0.08 km2
Uyowa Project	PML15484/CWZ	Application	Primary Mining	0.1 km2
Uyowa Project	PML0003473	Granted	Primary Mining	0.08 km2
Uyowa Project	PML0003474	Granted	Primary Mining	0.07 km2
Uyowa Project	PML0003475	Granted	Primary Mining	0.04 km2
Uyowa Project	PML0003476	Granted	Primary Mining	0.05 km2
Uyowa Project	PML0003477	Granted	Primary Mining	0.08 km2
Uyowa Project	PML0003478	Granted	Primary Mining	0.08 km2
Uyowa Project	PML0003479	Granted	Primary Mining	0.08 km2
Uyowa Project	PML000044CWZ	Granted	Primary Mining	0.08 km2
Uyowa Project	PML000045CWZ	Granted	Primary Mining	0.08 km2
Uyowa Project	PML0003469	Granted	Primary Mining	0.08 km2

(ii) any other tenement or tenements which may be granted in lieu or relate to the same ground as the tenements referred to in paragraph (i); and

(iii) includes all rights to mine and other privileges appurtenant to the tenements referred to in paragraph (i),

(iv) and all associated technical information including (without limitation) geological, geochemical and geophysical reports, surveys, mosaics, aerial photographs, drill logs, assay results, maps and plans, whether in physical, written or electronic form and including any software, data or other intellectual property or intellectual property rights.

Schedule 5 –Tan old Shareholders g

Shareholder	Tangold Shares	Consideration Shares	Class A Performance Shares	Class B Performance Shares
Jabari Resources (T) Limited	3,000	18,000,000	6,000,000	6,000,000
Lake Springs Pty Ltd Springs Super Fund>	1,250	7,500,000	2,500,000	2,500,000
Kabunga Holdings Pty Ltd Kabunga Family Trust>	2,625	15,750,000	5,250,000	5,250,000
TYF Holdings Pty Ltd Holdings Investment Trust>	1,250	7,500,000	2,500,000	2,500,000
Matthew Norman Bull	2,125	12,750,000	4,250,000	4,250,000
Leticia Kokutengeneza Kabunga	2,250	13,500,000	4,500,000	4,500,000
Total	12,500	75,000,000	25,000,000	25,000,000

LINDIAN RESOURCES LIMITED ACN 090 772 222 PROXY FORM

Step 1 – Appoint a Proxy to Vote on Your Behalf

I/We

__________________ (details of registered shareholder) beings member(s) of LINDIAN RESOURCES LIMITED hereby appoint: The Chairman of the If you are NOT appointing the Meeting (mark box) Chairman of the Meeting as your OR proxy, please write the name of the person or body corporate you are appointing as your proxy

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 25 November 2016 at 2.00pm (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 Resolutions 1, 8, 9 and 10 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 8, 9 and 10 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, 8, 9 or 10 by marking the appropriate box in step 2 below. The Chairman of the Meeting intends to vote undirected proxies in favour of Resolutions 1, 8, 9 and 10. 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.

Resolution 1 Adoption of Remuneration Report Resolution 2 Consolidation of Capital Resolution 3 Change to Scale of Activities Resolution 4 Acquisition of Tangold Pty Ltd Resolution 5 Creation of a New Class of Securities Resolution 6 Ratification of Prior Issue of Shares Resolution 7 Approval for Option Placement Resolution 8 Issue of Director Options - Mr Eddie King Resolution 9 Issue of Director Options - Mr Steve Formica Resolution 10 Issue of Director Options - Mr Kerry Griffin Resolution 11 Issue of Advisor Options Resolution 12 Election of Director – Mr Matt Bull Resolution 13 Re-election of Director – Mr Eddie King Resolution 14 Section 195 Approval Resolution 15 Approval of 10% Additional Placement Capacity	FOR AGAINST ABSTAI	FOR AGAINST ABSTAI

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 Sole Director and Sole Company Secretary ____ Contact Name	Shareholder 2 Director ______ Contact Daytime Telephone	Shareholder 3

		Director/Company Secretary ______ 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.

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 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

AI assistant

LINDIAN RESOURCES LIMITED — AGM Information 2016

65236_rns_2016-10-25_e553849e-53be-413e-80d6-2300d96dbdfb.pdf

LINDIAN RESOURCES LIMITED

ACN 090 772 222

NOTICE OF ANNUAL GENERAL MEETING

LINDIAN RESOURCES LIMITED

NOTICE OF GENERAL MEETING

AGENDA

1. Annual Report

2. Resolution 1 – Adoption of Remuneration Report

3. Resolution 2 – Consolidation of Capital

4. Resolution 3 – Change to Scale of Activities

5. Resolution 4 – Acquisition of Tangold Pty Ltd

6. Resolution 5 – Creation of a New Class of Securities

7. Resolution 6 – Ratification of Prior Issue of Shares

8. Resolution 7 – Approval for Option Placement

9. Resolution 8 – Issue of Director Options - Mr Eddie King

10. Resolution 9 – Issue of Director Options – Mr Steve Formica

11. Resolution 10 – Issue of Director Options - Mr Kerry Griffin

12. Resolution 11 – Issue of Advisor Options

13. Resolution 12 – Election of Director – Mr Matt Bull

14. Resolution 13 - Re-election of Director – Mr Eddie King

15. Resolution 14 – Section 195 Approval

16. Resolution 15 – Approval of 10% Additional Placement Capacity

Voting Prohibition for Resolutions 8, 9 and 10

Dated 25 October 2016

BY ORDER OF THE BOARD

Eddie King Chairman Lindian Resources Limited

LINDIAN RESOURCES LIMITED

EXPLANATORY MEMORANDUM

1. Introduction

1.1 General

1.2 Proxies

1.3 Proposed Consolidation of Capital

2. Resolution 1 – Adoption of Remuneration Report

3. Resolution 2 – Consolidation of Capital

3.1 General

3.2

Effect of Consolidation

3.3 Capital Structure

Notes:

3.4 Timetable

4. Tangold Acquisition

4.1 Background

Tanzanian Projects

Uyowa Project

Figure 3 Significant intercepts at the Uyowa Project

Kahama Project

4.2 Tenements

4.3

Share Sale Agreement

(together, the Consideration Securities ).

4.4

Board Composition

4.5

Requirement for additional funding

4.6

Pro-forma balance sheet

4.7

Pro-forma capital structure

4.8 Tangold Shareholders

4.9

Advantages and disadvantages of the Acquisition

(b)

Disadvantages

4.10 Risks

(a) Gold

(b) Tanzania

(c)

Exploration risks

(d)

Operating risks

(e) Tenure

(g)

Environmental risks

(h)

Economic Risks

(i)

Additional requirements for capital

LINDIAN RESOURCES LIMITED AGM Information 2016