LINDIAN RESOURCES LIMITED — AGM Information 2018

Oct 29, 2018

Lindian Resources Limited ACN 090 772 222

Notice of Annual General Meeting

Notice is given that the Meeting will be held at:

Time: 10:00am (WST) Date: 30 November 2018 Place: Unit 3, 28 Hood Street Subiaco WA 6008

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

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 Shareholders at 4:00pm (WST) on 28 November 2018.

Business of the Meeting

Agenda

1. Financial Statements and Reports

To table and consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 218, which includes the Financial Report, the Directors’ Report, the Remuneration 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 a non-binding resolution :

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Annual Report for the financial year ended 30 June 2018.”

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

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

• (b) a Closely Related Party of such a member.

However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy:

• (i) does not specify the way the proxy is to vote on this Resolution; and

• (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

3. Resolution 2 – Re-election of Director – Matthew Bull

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

“That, for the purposes of clause 7.3(a) of the Constitution, and for all other purposes, Matthew Bull, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

4.

Resolution 3 – Ratification of prior issue of Shares and 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 7.4 and for all other purposes, Shareholders ratify the issue of 3,333,334 Shares and 3,333,334 Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of Empire Capital Partners Pty Ltd or any of its 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.

5. Resolution 4 – Ratification of prior issue of 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 7.4 and for all other purposes, Shareholders ratify the issue of 5,000,000 Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by Greg Cunnold or any of his 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.

6. Resolution 5 – Issue of Shares – Lushoto Bauxite Acquisition

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 10,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or 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.

7.

Resolution 6 – Approval of 10% Placement Capacity

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the issue of Equity Securities under this Resolution (except a benefit solely by reason of being a holder of ordinary securities in the Company) and any of their associates. However, the Company will not disregard a vote cast in favour of this Resolution if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Dated: 24 October 2018

By order of the Board

Asimwe Kabunga Chairman

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• (a) each Shareholder has a right to appoint a proxy;

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

• (c) a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

• (a) if proxy holders vote, they must cast all directed proxies as directed; and

• (b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9486 7799.

Explanatory Statement

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. Annual Report

Shareholders will be offered the opportunity to discuss the Annual Report at the Meeting. The Company will not provide a hard copy of the Annual Report to Shareholders unless specifically requested to do so. The Annual Report is available on its website at www.lindianresources.com.au.

There is no requirement for Shareholders to approve the Annual Report. However, the Chair will allow a reasonable opportunity for Shareholders to ask questions or make comments about the Annual Report and the management of the Company. Shareholders will also be given an opportunity to ask the auditor questions as permitted by the Corporations Act.

2. Resolution 1 – Adoption of Remuneration Report

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

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.

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3 Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

3.

Resolution 2 – Re-election of Director – Matthew Bull

3.1

General

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Matthew Bull, who has served as a director since 6 December 2016, retires by rotation and seeks reelection.

3.2 Qualifications and other material directorships

Mr 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 was a non-executive director of Volt Resources from 1 June 2015 to 9 July 2018 (ASX: VRC) where he was instrumental in the company’s growth, progressing its Tanzanian graphite project towards production. He has not held any other listed directorships in the past three years.

3.3 Independence

If elected the board considers Mr Bull will be an independent director.

3.4 Board recommendation

The Board supports the re-election of Mr Bull and recommends that Shareholders vote in favour of Resolution 2.

4. Resolution 3 – Ratification of prior issue of Shares and Options

4.1 General

On 5 October 2018, the Company issued 3,333,334 Shares and 3,333,334 Options as consideration for services provided to the Company under a mandate. These Shares and Options were issued pursuant to the Company’s placement capacity under ASX Listing Rule 7.1.

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares and Options.

4.2 ASX Listing Rules 7.1 and 7.4

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.

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 the issue the subject of Resolution 3, 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.

4.3 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 Resolution 3:

• (a) 3,333,334 Shares and 3,333,334 Options were issued;

• (b) the Shares and Options were issued for nil cash consideration in satisfaction of services provided to the Company under a mandate;

• (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 Options were issued on the terms and conditions set out in Schedule 1;

• (e) the Shares and Options were issued to Empire Capital Partners Pty Ltd, who is not a related party of the Company; and

• (f) no funds were raised from this issue as the Shares and Options were issued as consideration for services provided to the Company under a mandate.

5. Resolution 4 – Ratification of prior issue of Options

5.1 General

On 23 October 2018, the Company issued 5,000,000 Options as consideration for services provided to the Company under a consultancy agreement. These Options were issued pursuant to the Company’s placement capacity under ASX Listing Rule 7.1.

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Options.

5.2

ASX Listing Rules 7.1 and 7.4

A summary of ASX Listing Rules 7.1 and 7.4 is set out in Section 4.2.

By ratifying the issue the subject of Resolution 4, 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.

5.3 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 Resolution 4:

• (a) 5,000,000 Options were issued;

• (b) the Options were issued for nil cash consideration in satisfaction of services provided to the Company under a consultancy agreement;

• (c) the Options were issued on the terms and conditions set out in Schedule 1;

• (d) the Shares and Options were issued to Greg Cunnold, who is not a related party of the Company; and

• (e) no funds were raised from this issue as the Options were issued as consideration for services

provided to the Company under a consultancy agreement.

6. Resolution 5 – Issue of Shares – Lushoto Bauxite Agreement

6.1 General

On 3 August 2017, the Company announced it had entered into a binding heads of agreement to acquire up to a 75% interest in the Lushoto Bauxite Project in Tanzania ( Acquisition ). On 11 January 2018, the Company announced it had resolved to proceed with the Acquisition and that the Stage 1 consideration had been deferred until the prospecting licence applications the subject of the Acquisition had been processed into issued prospecting rights. On 8 October 2018, the Company announced prospecting licences had been granted in respect of those applications.

Resolution 5 seeks Shareholder approval to ASX Listing Rule 7.1 for the issue of the Shares comprising the Stage 1 consideration for the Acquisition.

6.2 ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 4.2.

The effect of Resolution 5 will be to allow the Company to issue the Shares pursuant to Resolution 5 during the 3 months after the Meeting (or a longer period if permitted by ASX) without using the Company’s 15% annual placement capacity.

6.3 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 Resolution 5:

• (a) the maximum number of Shares to be issued is 10,000,000;

• (b) the Shares will be issued no later than 3 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 Shares will occur on the same date;

• (c) the Shares will be issued for nil cash consideration in satisfaction of the consideration owing for Stage 1 of the Acquisition;

• (d) the Shares will be issued to Rose Lawn limited (2,000,000), Jovitha Charles Joseph (4,800,000), Anneth Mourice Mtali (1,600,000) and Mas des Figues Pty Ltd (1,600,000). None of these parties are a related party of the Company;

• (e) 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 other than a voluntary escrow period of 6 months from the date of issue; and

• (f) no funds will be raised from this issue as the Shares will be issued in satisfaction of the consideration owing for Stage 1 of the Acquisition.

7.

Resolution 6 – Approval of 10% Placement Capacity

7.1 General

ASX Listing Rule 7.1A provides that an “eligible entity” may seek shareholder approval by special resolution passed at an annual general meeting to have the capacity to issue up to that number of Equity Securities equal to 10% of its issued capital at the time of issue calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 ( Additional Placement Capacity ) without using that company’s existing 15% annual placement capacity granted under ASX Listing Rule 7.1 and without requiring further shareholder approval prior to the issue.

The Board considers it is in the Company’s best interests to have the opportunity to take advantage of the flexibility to issue additional securities provided under ASX Listing Rule 7.1A. As at the date of this Notice, no decision has been made by the Board to undertake any issue of securities under the Additional Placement Capacity if Shareholders approve Resolution 6. The Board unanimously recommend that Shareholders vote in favour of Resolution 6.

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

7.2 Description of ASX Listing Rule 7.1A

(a) Eligible entity

Under the ASX 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 19 October 2018, the Company is an “eligibly entity” as it is not included in the S&P 300 Index and has a current market capitalization of approximately $6,800,618 (based on the number of Shares on issue and the closing price of Shares on ASX on 19 October 2018).

(b) 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.

(c) 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 one class of quoted Equity Securities, being fully paid ordinary shares (ASX Code: LIN).

(d)

Minimum issue price

The issue price of each Equity Security issued under the Additional Placement Capacity must be no less than 75% of the volume weighted average price for the securities in that class, calculated over the 15 ASX 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 ASX trading days of the date in paragraph (i) above, the date on which the securities are issued.

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

(e)

Time period for issue

The Equity Securities may be issued under the Additional Placement Capacity during the period commencing on the date of the Meeting and expiring on the first to occur of the following:

• (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 ASX Listing Rule 11.1.2 (significant change to the nature or scale of activities) or ASX Listing Rule 11.2 (disposal of main undertaking), the date of that approval, after which date, an approval under ASX Listing Rule 7.1A will cease to be valid,

( Additional Placement Period ).

• (f) 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 ASX Listing Rule 7.1A (that is, the date of the Meeting, if Resolution 6 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 market price of Shares and the number of ordinary securities for variable "A" calculated in accordance with the formula in ASX Listing Rule 7.1A.2, both as at 19 October 2018.

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 as at 19 October 2018. 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 50% as against the market price as at 19 October 2018.

Number of Shares on Issue (Variable ‘A’ in ASX Listing Rule 7.1A2)		Dilution	Dilution	Dilution
	Issue Price (per Share)	$0.009 50% decrease in Issue Price	$0.018 Issue Price	$0.027 50% increase in Issue Price
387,812,124 (Current Variable A)	Shares issued - 10% voting dilution	38,781,212 Shares	38,781,212 Shares	38,781,212 Shares
	Funds Raised	$349,031	$698,062	$1,047,093
581,718,186 (50% increase in Variable A)	Shares issued – 10% voting dilution	58,171,819 Shares	58,171,819 Shares	58,171,819 Shares
	Funds Raised	$523,546	$1,047,093	$1,570,539
775,624,248 (100% increase in Variable A)	Shares issued – 10% voting dilution	77,562,425 Shares	77,562,425 Shares	77,562,425 Shares
	Funds Raised	$698,062	$1,396,124	$2,094,185

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. Current Variable “A” is based on the number of Shares on issue at the date of this Notice (377,812,124) plus the additional 10,000,000 Shares proposed to be issued subject to Shareholder approval of Resolution 5.

2. The issue price set out above is the closing price of the Shares on the ASX on 19 October 2018.

3. The Company issues the maximum possible number of Equity Securities under the Additional Placement Capacity.

4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

5. The issue of Equity Securities under the Additional Placement Capacity consists only of Shares and the consideration provided for those Shares is cash. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

6. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

7. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

8. 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%.

(g) Purpose of issue under Additional Placement Capacity

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) activities associated with its current assets;

• (C) repayment of debt; or

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

The Company will comply with the disclosure ASX Listing Rules 7.1A.4 and 3.10.5A on issue of any Equity Securities issued pursuant to the approval sought by Resolution 6. 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 is 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.

(h) Allocation policy under the Additional Placement Capacity

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) prevailing market conditions;

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

(iii) the financial situation and solvency of the Company;

(iv) impacts of the placement on control;

(v) other methods of raising capital; and

(vi) 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

(i) Previous approval under ASX Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at its annual general meeting held on 27 November 2017 ( Previous Approval ).

The Company has issued 26,781,212 Shares pursuant to the Previous Approval.

During the 12 month period preceding the date of the Meeting, being on and from 30 November 2017, the Company also issued a further 110,000,001 Shares and 125,000,001 Options which represents approximately 56.2% of the total diluted number of Equity Securities on issue in the Company on 30 November 2017, which was 418,096,150.

Further details of the issues of Equity Securities by the Company during the 12 month period preceding the date of the Meeting are set out in Schedule 2.

7.3 Voting exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 6.

Glossary

$ means Australian dollars.

Additional Placement Capacity has the meaning given in Section 5.1.

Annual General Meeting or Meeting means the meeting convened by the Notice.

Annual Report means the Directors' Report, the Financial Report and Auditor's Report in respect to the financial year ended 30 June 2018.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

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

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means Lindian Resources Limited (ACN 090 772 222).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

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

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Option Agreement means the option agreement between the Company and Rift Valley Resource Developments Limited pursuant to which the Company has the exclusive option to acquire up to a 75% interest in the Kagankunde Rare Earths Project in Malawi (as announced to ASX on 6 August 2018).

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s Report.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

Transaction means the Company’s proposed acquisition of up to a 75% interest in the Kagankunde Rare Earths Project in Malawi pursuant to the Option Agreement (as announced to ASX on 6 August 2018).

Variable A means “A” as set out in the formula in ASX Listing Rule 7.1A(2).

WST means Western Standard Time as observed in Perth, Western Australia.

Schedule 1 – Terms and conditions of Options

The general rights and liabilities attaching to the 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 ) and the expiry date is 31 December 2020 ( Expiry Date ).

• (c) The Options are exercisable at:

• (i) Resolution 3 and 2,500,000 Options under Resolution 4: any time after grant and on or prior to the Expiry Date; or

• (ii) 2,500,000 Options under Resolution 4: any time after the 5 day volume weighted average price of Shares as traded on ASX after the date of issue of the Options is not less than $0.04 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 Option. 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 2 – Issues of Equity Securities since 30 November 2017

Date	Quantity	Class	Recipients	Issue price and discount to Market Price (if applicable)1	Form of consideration
Issue – 23 October 2018 Appendix 3B – 23 October 2018	5,000,000	Unquoted Options2	Issued to Greg Cunnold.	No issue price (non- cash consideration)	Consideration:issued as part of his fee in a consultancy agreement with the Company. Current value5=$48,393
Issue – 5 October 2018 Appendix 3B – 5 October 2018	40,000,000	Shares3	Issued to clients of Australasian Capital Pty Limited (ACN 143 093 832; AFSL 384503).	$0.015 (discount of 42%) Shares closed at $0.023 on the last trading day prior to issue being 3 October 2018.	Amount raised =$600,000 Amount spent =$6,264 Use of funds:repayment of existing creditors, expenditure on the development of the Company’s Lushoto Bauxite Project, costs in connection with the Transaction (including due diligence costs and payment of an exclusivity fee under the Option Agreement), capital raising costs and working capital. Amount remaining =$593,736 Proposed use of remaining funds4 repayment of existing creditors, expenditure on the development of the Company’s Lushoto Bauxite Project, costs in connection with the Transaction (including due diligence costs and payment of an exclusivity fee under the Option Agreement), capital raising costs and working capital.
Issue – 5 October 2018 Appendix 3B – 5 October 2018	3,333,334	Shares3	Issued to Empire Capital Partners Pty Ltd.	No issue price (non-cash consideration)	Consideration:issued as consideration for services provided to the Company under a mandate. Current value5=$60,0000
Issue – 5 October 2018 Appendix 3B – 5 October 2018	100,000,000	Unquoted Options2	Issued to clients of Australasian Capital Pty Limited (ACN 143 093 832; AFSL 384503).	Nil cash consideration (free attaching to Shares on a 1:1 basis)	Consideration:free attaching to Shares issued under the placement announced to ASX on 6 August 2018. Current value5 =$967,861
Issue – 5 October 2018 Appendix 3B – 5 October 2018	10,000,000	Unquoted Options2	Issued to Australasian Capital Pty Limited (ACN 143 093 832; AFSL 384503).	No issue price (non- cash consideration)	Consideration:issued as part of their fee for its role in procuring investment under the placement announced to ASX on 6 August 2018. Current value5= $96,786
Issue – 5 October 2018 Appendix 3B – 5 October 2018	6,666,667	Unquoted Options2	Issued to Deed Blue Sea Limited (registration number 75284).	No issue price (non- cash consideration)	Consideration:issued as part consideration for the introduction and facilitation of the Transaction. Current value5 =$64,524
Issue – 5 October 2018 Appendix 3B – 5 October 2018	3,333,334	Unquoted Options2	Issued to Empire Capital Partners Pty Ltd.	No issue price (non- cash consideration)	Consideration:issued as consideration for services provided to the Company under a mandate. Current value5 = $32,262
Issue – 14 August 2018 Appendix 3B – 14 August 2018	60,000,000	Shares3	Issued to clients of Australasian Capital Pty Limited (ACN 143 093 832; AFSL 384503).	$0.015 (discount of 12.5%). Shares closed at $0.017 on the last trading day prior to issue, being 13 August 2018.	Amount raised =$900,000 Amount spent =$900,000 Use of funds:repayment of existing creditors, expenditure on the development of the Company’s Lushoto Bauxite Project, costs in connection with the Transaction (including due diligence costs and payment of an exclusivityfee under the

					Option Agreement), capital raising costs and working capital. Amount remaining =Nil
Issue – 14 August 2018 Appendix 3B – 14 August 2018	6,666,667	Shares3	Issued to Deed Blue Sea Limited (registration number 75284).	No issue price (non- cash consideration)	Consideration:issued as part consideration for the introduction and facilitation of the Transaction. Current value5 =$120,000

Notes:

1. Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.

2. Unquoted Options, exercisable at $0.02 each, on or before 31 December 2020. The full terms and conditions are set out in Schedule 1.

3. Fully paid ordinary shares in the capital of the Company, ASX Code: LIN (terms are set out in the Constitution).

4. This is a statement of current intentions as at the date of this Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.

5. In respect of quoted Equity Securities the value is based on the closing price of the Shares ($0.018) on the ASX on 19 October 2018. In respect of unquoted Equity Securities the value of Options is measured using the Black & Scholes option pricing model. Measurement inputs include the Share price on the measurement date, the exercise price, the term of the Option, the impact of dilution, the expected volatility of the underlying Share (based on weighted average historic volatility adjusted for changes expected due to publicly available information), the expected dividend yield and the risk free interest rate for the term of the Option. No account is taken of any performance conditions included in the terms of the Option other than market based performance conditions (i.e. conditions linked to the price of Shares).

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