LINDIAN RESOURCES LIMITED — Capital/Financing Update 2011

Feb 21, 2011

LINDIAN RESOURCES LIMITED ABN 53 090 772 222

PROSPECTUS

For the non-renounceable rights issue of approximately 21,789,237 Shares at 8 cents per Share, on the basis of 1 Share for every 2 Shares held by Shareholders as at 5.00 pm WST on 3 March 2011, to raise up to approximately $1,743,139 and the issue of approximately 21,789,237 Options for no consideration on the basis of 1 free attaching Option for every 1 Share subscribed for under the Prospectus.

Offer closes at 5.00 pm WST on 24 March 2011

Underwritten by CPS Securities

This Prospectus is a transaction specific prospectus issued in accordance with section 713 of the Corporations Act 2001. This document is important and should be read in its entirety, together with the Entitlement and Acceptance Form attached to this Prospectus. If, after reading this Prospectus, you have any questions about the Shares or Options being offered under this Prospectus, or any other matter relating to an investment in the Company, you should consult your professional adviser.

The Shares and Options offered under this Prospectus should be considered speculative.

TABLE OF CONTENTS

1.	TIMETABLE AND IMPORTANT DATES .......................................................................... 4
2.	DETAILS OF THE OFFER................................................................................................ 5
3.	PURPOSE AND EFFECT OF THE OFFER.................................................................... 10
4.	RISK FACTORS.............................................................................................................. 14
5.	RIGHTS AND LIABILITIES ATTACHING TO SHARES AND TERMS OF OPTIONS .... 19
6.	ADDITIONAL INFORMATION ........................................................................................ 21
7.	DIRECTORS' AUTHORISATION AND CONSENT......................................................... 27
8.	GLOSSARY .................................................................................................................... 28

IMPORTANT NOTICE

This Prospectus is dated 22 February 2011 and was lodged with ASIC on that date. Neither ASIC, ASX nor any of their respective officers take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Securities will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. Application will be made to ASX within 7 days after the date of this Prospectus for the quotation of the Securities the subject of this Prospectus.

The Company is an ASX listed company whose securities are granted official quotation by ASX.

In preparing this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to investors and professional advisers who investors may consult.

No person is authorised to give any information or to make any representations in connection with this Offer that is not contained in this Prospectus. Any information or representation that is not contained in this Prospectus may not be relied upon as having been authorised by the Company or its Directors.

A copy of this Prospectus can be downloaded from the website at www.lindianresources.com.au. Any person accessing the electronic version of the Prospectus within Australia or anywhere outside of Australia should note that this Prospectus does not constitute an offer of securities in any jurisdiction other than Australia or New Zealand. This Prospectus is not to be distributed in, and no offer of securities is to be made in, countries other than Australia and New Zealand.

The Corporations Act prohibits any person passing onto another person an application form unless it is attached to a hard copy of the Prospectus or it accompanies the complete and unaltered version of this Prospectus. During the Offer any person may obtain a copy of this Prospectus free of charge by contacting the Company.

It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. An investment in the securities the subject of this Prospectus should be considered speculative.

Certain terms and abbreviations used in this Prospectus have defined meanings which are explained in the Glossary.

Lindian Resources Limited Prospectus

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CORPORATE DIRECTORY

BOARD OF DIRECTORS

Mr Tony Cunningham Mr Angus Caithness Mr Paul Jurman

SOLICITORS

Fairweather Corporate Lawyers Ground Floor 1 Havelock Street WEST PERTH WA 6005

PROPOSED DIRECTORS **

Mr Matthew Wood Mr Steven Leithead Mr Scott Funston

COMPANY SECRETARY

Mr Paul Jurman

**SHARE REGISTRY ***

Computershare Investor Services Pty Limited Level 2 45 St George's Terrace PERTH WA 6000 Tel: +61 8 9323 2000 Fax: +61 8 9323 2033

PROPOSED COMPANY SECRETARY **

Mr Scott Funston

BUSINESS OFFICE

30 Ledgar Road BALCATTA WA 6021 Tel: +61 8 9345 2478 Fax: +61 8 9240 2406

UNDERWRITER

Cunningham Peterson Sharbanee Securities Pty Ltd Level 34, Exchange Plaza 2 The Esplanade PERTH WA 6000

• This entity has not been involved in the preparation of any part of this Prospectus. Its name is included for information purposes only.

• ** The appointment of Messrs Matthew Wood, Steven Leithead and Scott Funston as Directors (and the appointment of Mr Funston as Company Secretary) is conditional upon the completion of the Bundok Acquisition.

Lindian Resources Limited Prospectus

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1. TIMETABLE AND IMPORTANT DATES

The following key dates are indicative only and may be subject to change without notice.

Prospectus lodged with ASIC and ASX	22 February 2011
Shares trade "ex" the entitlements issue on ASX	25 February 2011
Record Date	3 March 2011
Despatch of Prospectus and Opening Date	9 March 2011
Closing Date	24 March 2011
Despatch of holding statements	1 April 2011

The Company reserves the right to extend the Closing Date by giving at least 6 business days notice to the ASX. Accordingly the date the Securities are expected to commence trading on ASX may vary.

Lindian Resources Limited Prospectus

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2. DETAILS OF THE OFFER

2.1 The Offer

The Company is making a pro-rata non-renounceable rights issue of Securities to Shareholders who are registered as at 5.00 pm WST on 3 March 2011 ("Record Date").

The Offer is made on the basis that for every 2 Shares held as at the Record Date, Shareholders as Eligible Participants will have the right to subscribe for 1 Share at an issue price of 8 cents for each Share subscribed for. Each Eligible Participant will be entitled to 1 free attaching Option for every 1 Share subscribed for under the Prospectus. The exercise price of the Options is 15 cents and the expiry date is 31 December 2011. The full terms of the Options are set out in section 5.2.

In the calculation of any entitlement, fractions will be rounded down to the nearest whole number.

Based on the capital structure of the Company at the date of this Prospectus, approximately 21,789,237 Shares and 21,789,237 Options will be offered pursuant to this Offer to raise approximately $1,743,139 (before the costs of the Offer).

As at the date of this Prospectus, the Company has a total of 14,074,307 Options on issue. The terms of those Options do not allow for participation by Option holders in new issues of securities. Those Option holders may, however, be able to exercise their Options according to their terms and conditions. If an Option holder exercises an Option before the Record Date then the number of Shares and Options issued under this Prospectus will increase.

This Offer is made on a non-renounceable basis which means that Eligible Participants may not sell or transfer all or part of the entitlement. If an entitlement is not taken up under the Offer by the Closing Date, the Offer will lapse.

The Entitlement of each Shareholder is shown on the Entitlement and Acceptance Form accompanying this Prospectus. The details of how to accept the Entitlement is set out below.

2.2 No Minimum Subscription

There is no minimum subscription.

2.3 Underwriter

The Company has appointed CPS Securities as the Underwriter to the Offer under the terms of the Underwriting Agreement.

The Offer is underwritten up to the Underwritten Amount of $1,743,139 in accordance with the terms of the Underwriting Agreement. The Underwriter will be paid a fee for underwriting the Offer of 6% plus GST underwriting fee of the total underwritten amount. The material terms of the Underwriting Agreement are set out in section 6.1.

The Underwriting Agreement provides for the appointment of sub-underwriters. Fees payable to the sub-underwriters are at the discretion of the Underwriter. The Company is not responsible for any payment of fees to sub-underwriters.

Lindian Resources Limited Prospectus

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2.4 Action required

If you wish to take up all of your Entitlement, you can complete the accompanying Entitlement and Acceptance Form in accordance with the instructions set out and lodge the form together with your cheque for the amount shown on the form so that it reaches the Company's share registry:

By post:

Lindian Resources Limited c/- Computershare Investor Services Pty Limited Locked Bag 2508 PERTH WA 6001 By delivery: Lindian Resources Limited c/- Computershare Investor Services Pty Limited Level 2, 45 St George's Terrace PERTH WA 6000

Completed Entitlement and Acceptance Forms must reach the Company's share registry by no later than 5.00 pm WST on 24 March 2011.

Cheques and drafts should be made payable to "Lindian Resources Limited – Trust Account" and crossed "Not Negotiable".

Alternatively, you can elect to pay by electronic funds transfer by BPAY in accordance with the instructions on the Entitlement and Acceptance Form. It is your responsibility to ensure the payment is received by the Company by no later than 5.00pm WST on 24 March 2011. You should be aware that your own financial institution may implement earlier cut off times with regards to electronic payment and you should take this into consideration when making payment. The Company accepts no responsibility for incorrectly completed BPAY payments.

If paying by BPAY there is no need to forward the completed Entitlement and Acceptance Form to the Company's share registry.

If you wish to take up part of your Entitlement, complete the accompanying Entitlement and Acceptance Form in respect of the Shares and Options you wish to take up in accordance with the instructions set out in the form and lodge the form together with your cheque for the relevant amount (being the number of Shares you wish to take up multiplied by 8 cents per Share) so that it reaches the Company's share registry by post or delivery to the addresses above by no later than 5.00 pm WST on 24 March 2011.

Alternatively in taking up part of your Entitlement, you can elect to pay the relevant moneys by electronic funds transfer by BPAY on the same conditions as described above for full payment by BPAY.

If you do not wish to take up any of your Entitlement, you do not need to take any action and your entitlement to the Shares and Options will lapse.

Lindian Resources Limited Prospectus

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2.5 Closing Date

The Closing Date for the Offer is 5.00 pm WST on 24 March 2011. The Directors reserve the right to extend the Closing Date by giving at least 6 business days notice to the ASX should it be considered by them necessary to do so. As such, the date the Shares and Options are expected to commence trading on ASX may vary with any change in the Closing Date.

2.6 Shortfall

Any Entitlement not accepted will form the Shortfall and will be dealt with in accordance with the Underwriting Agreement. The offer of any Shortfall is a separate offer made pursuant to the Prospectus. The issue of any Shortfall will be on the same terms on which the Offer has been offered to Shareholders pursuant to this Prospectus.

The Underwriting Agreement is subject to a number of termination events. If the Underwriting Agreement terminates and there is a Shortfall, the Directors will attempt to place the Shortfall to parties determined in their absolute discretion within 3 months of the Closing Date.

2.7 Allotment

The Shares and Options will be allotted and issued as soon as practicable after the Closing Date.

Statements of holding for the Shares and Options will be mailed to applicants as soon as practicable after the Closing Date.

Prior to allotment of the Shares and Options, all application moneys will be held in trust for applicants. The Company will retain any interest earned on the application moneys.

No Securities will be allotted and issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

2.8

Official Quotation by ASX

Application to ASX for admission of the Shares and Options to Official Quotation will be made by the Company within 7 days of the date of this Prospectus.

If the Shares and Options are not admitted to Official Quotation on ASX within 3 months after the date of this Prospectus, or such longer period as is permitted by the Corporations Act, none of the Shares or Options offered by this Prospectus will be granted. In that circumstance, all applications will be dealt with in accordance with section 724 of the Corporations Act.

The fact that ASX may grant Official Quotation to the Shares and Options that may be issued pursuant to this Prospectus is not to be taken in any way as an indication of the merits of the Company or the Shares or Options offered for subscription.

2.9 ASX Listed Company

The Company is included in the Official List of ASX and the Listing Rules apply to the securities issued by the Company.

Lindian Resources Limited Prospectus

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2.10 Overseas Shareholders

The Offer in this Prospectus is not being extended to any Shareholder, as at the Record Date, whose registered address is not situated in Australia or New Zealand because of the cost and administrative complexity of complying with applicable regulations in jurisdictions outside Australia and New Zealand.

2.11 Offer in New Zealand

The Offer to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act and the Corporations Regulations 2001. In New Zealand, this is Part 5 of the Securities Act 1978 and the Securities (Mutual Recognition of Securities Offerings – Australia) Regulations 2008.

The Offer and the content of the Prospectus are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act sets out how the Offer must be made.

There are differences in how securities are regulated under Australian law.

The rights, remedies and compensation arrangements available to New Zealand investors in Australian securities may differ from the rights, remedies and compensation arrangements for New Zealand securities.

Both the Australian and New Zealand securities regulators have enforcement responsibilities in relation to the Offer. If you need to make a complaint about the Offer, please contact the Securities Commission, Wellington, New Zealand. The Australian and New Zealand regulators will work together to settle your complaint.

The taxation treatment of Australian securities is not the same as for New Zealand securities.

If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser.

The Offer may involve a currency exchange risk. The currency for the securities is not New Zealand dollars. The value of the securities will go up or down according to changes in the exchange rate between that currency and New Zealand dollars. These changes may be significant. If you expect the securities to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars.

As stated in section 2.8 of this Prospectus, the Company will apply to ASX for quotation of the Shares and Options offered under this Prospectus. If quotation is granted the Shares and Options offered under this Prospectus will be able to be traded on ASX. If you wish to trade the securities through that market, you will have to make arrangements for a participant in that market to sell the securities on your behalf. If the securities market does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the securities and trading may differ from securities markets that operate in New Zealand.

Lindian Resources Limited Prospectus

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2.12 CHESS

The Company participates in the Clearing House Electronic Subregister System ("CHESS"). CHESS is operated by ASX Settlement and Transfer Corporation Pty Ltd ("ASTC"), a wholly owned subsidiary of ASX.

Under CHESS, the Company does not issue certificates to investors. Instead, Shareholders receive a statement of their holdings in the Company. If an investor is broker sponsored, ASTC will send a CHESS statement.

2.13 Risk Factors

Investors should carefully read the risk factors outlined in section 4. An investment of this kind involves a number of risks, some of which are specific to the Company and the industry in which it operates.

2.14 Rights Attaching to Shares and Options

A summary of the rights attaching to Shares and Options is set out in section 5

2.15 Summary

This section is not intended to provide full details and information on the Offer. Shareholders must read this Prospectus in full in order to make a fully informed investment decision.

Lindian Resources Limited Prospectus

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3. PURPOSE AND EFFECT OF THE OFFER

3.1 Purpose of Offer and use of funds

The purpose of the Offer is to raise funds of approximately $1,743,139. The current funds of the Company and the proceeds of the Offer are intended to be applied as follows:

Funds Available Cash on hand at the date of this Prospectus Funds raised under the Offer Total funds available Use of Funds Loan to Bundok Resources Pty Ltd for first acquisition payment regarding the Masapelid Gold Project and working capital – refer Section 3.2 Note 2 Exploration of Masapelid Gold Project Assessment and exploration of other Bundok Philippines Projects Dinguiraye Guinea Project General working capital Underwriting fee Other costs of the rights issue including legal fees, share registry, ASIC and ASX fees, printing and miscellaneous expenses Total:		$2,100,000 $1,743,139
		$3,843,139 Amount $100,000 $1,130,000 $1,755,000 $100,000 $620,985 $104,588 $32,566
		$3,843,139

The information set out in this section is indicative only and is a statement of present intention as at the date of this Prospectus. The exact quantum of funds expended by the Company on any particular item may change depending on the Company's circumstances and priorities.

The amount of general working capital referred to above may be applied towards corporate administration costs or applied towards expenses incurred in the event that any new resource projects are identified.

The Company is unable to determine how many (if any) Options will be exercised by Option holders to enable them to participate in the Offer. Accordingly, the Company is unable to determine the precise total amount of funds that will be raised pursuant to the Offer. To the extent additional funds are raised and additional Shares and Options are issued, proceeds will be allocated to general working capital and the issued capital items in the capital structure table and the cash and cash equivalents in the pro-forma balance sheet set out below will be adjusted accordingly.

3.2 Capital Structure

The direct effect of the Offer will be to increase the number of Shares and Options on issue by approximately 21,789,237 Shares and 21,789,237 Options.

Upon completion of the Offer, the issued capital of the Company will comprise:

Lindian Resources Limited Prospectus

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Shares	Number
Shares at the date of this Prospectus	43,578,473
Shares offered pursuant to this Prospectus	21,789,237
Post Completion of Offer	65,367,710
Placement1	30,000,000
Issue of Shares to Bundok vendors2	50,000,000
	145,367,710
Options	Number
Options at the date of this Prospectus3	14,074,307
Options offered pursuant to this Prospectus	21,789,237
Post Completion of Offer	35,863,544
Placement1	30,000,000
Issue of Options to Bundok vendors2	50,000,000
Options to brokers and introductory fees4	24,000,000
	139,863,544

Note:

This table is based on the number of Shares and Options on issue as at the date of this Prospectus. The actual number of Shares and Options that are issued on completion of the Offer will depend on whether any of the existing Option holders exercise their Options into Shares before the Record Date.

1. Subject to receipt of Shareholder approval, Lindian proposes to make a placement of up to 30 million Shares at 8 cents per Share, together with one free attaching Option for every Share applied for and allotted (Placement).

2. Lindian has entered into an agreement to acquire Bundok Resources Pty Ltd (Bundok) in consideration of the issue of 50,000,000 Lindian Shares (ASX: LIN) and 50,000,000 Lindian options (ASX: LINOA, exercise price 15 cents expiry date 31 December 2011) to the Bundok shareholders as vendors. Completion of the agreement is subject to various conditions including Shareholder approval, completion of due diligence and Lindian becoming entitled to acquire 100% of Bundok as a result of Bundok shareholders accepting the offers to be made to them by Lindian.

Lindian Resources Limited Prospectus

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Bundok is a company incorporated in Australia which, through its wholly owned Philippines subsidiary Bundok Mineral Resources Corporation (BMRC), has rights to various gold and copper-gold mineral assets in the Philippines. The Bundok Acquisition will result in Lindian having rights to a portfolio of 5 prospective gold projects and 2 porphyry copper-gold exploration projects in the Philippines. The projects in the Philippines are the Masapelid, Ipo, Mt Balintingon, Tumbaga, Exciban, Del Gallego and Abra Projects.

BMRC has a memorandum of agreement that provides BMRC with 100% rights and beneficial interest to the Masapelid Gold Project upon an initial payment of US$75,000 and subsequent payments of $US75,000 per annum together with a net smelter royalty on any mineral production. In order to facilitate Bundok paying the initial payment of US$75,000 and additional amounts incurred in the normal course of business, Lindian will loan US$100,000 to Bundok.

1. The Options on issue at date of this Prospectus are as follows:

2. 12,574,307 listed options (ASX:LINOA) exercisable at 15 cents each expiring on 31 December 2011;

3. 1,000,000 Options exercisable at 20 cents each expiring on 1 July 2011; and

4. 500,000 Options exercisable at 30 cents each expiring on 31 December 2011

5. 12,000,000 Options (exercisable at 15 cents expiring on 31 December 2011) will be issued to Garrison Capital Pty Ltd and/or its nominees as an introduction fee concerning the Bundok Acquisition and 12,000,000 Options (exercisable at 15 cents expiring on 31 December 2011) will be issued to Cunningham Peterson Sharbanee Securities Pty Ltd for its engagement to undertake the Placement referred to at note 1 above.

3.3 Pro-forma Balance Sheet

The effect of the Offer will be to increase cash reserves by approximately $1,743,139 (before estimated expenses of the Offer including the underwriting fee).

The unaudited pro-forma Balance Sheet has been prepared by adjusting the unaudited Balance Sheet as at 31 December 2010 to reflect the financial effect of the following transactions as if they had occurred at 31 December 2010.

• (a) Issue of 21,789,237 Shares at an issue price of 8 cents per Share and 21,789,237 free Options issued in accordance with this Prospectus raising approximately $1,743,139.

• (b) Cash costs of $137,154 associated with the Shares and Options issued under this Prospectus representing an underwriting fee of $104,588 to the Underwriter and other Prospectus costs of $32,566.

• (c)

• Net cash proceeds of the issue therefore being $1,605,985.

Lindian Resources Limited Prospectus

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Unaudited Proforma Consolidated Balance Sheet As at 31 December 2010

Notes Current Assets Cash and cash equivalents Receivables Total Current Assets Non-Current Assets Plant and equipment Mineral interest acquisition, exploration and development expenditure Total Non-Current Assets Total Assets Current Liabilities Trade and other payables Total Current Liabilities Total Liabilities Net Assets Equity Issued capital Option premium reserve Accumulated losses Total Equity	Pre Transaction Proforma Consolidated Unaudited 31 December 2010 Post Capital Raising Proforma Consolidated 31 December 2010 $ $
	2,172,849 3,778,834 10,053 10,053
	2,182,902 3,788,887
	2,405 2,405 813,890 813,890
	816,295 816,295
	2,999,197 4,605,182
	36,497 36,497
	36,497 36,497
	36,497 36,497
	2,962,700 4,568,685
	13,637,134 15,243,119 1,261,293 1,261,293 (11,935,727) (11,935,727)
	2,962,700 4,568,685

Lindian Resources Limited Prospectus

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4. RISK FACTORS

4.1 Introduction

An investment in the securities the subject of this Prospectus is highly speculative as the Company is a minerals exploration company with projects located in Guinea and subject to shareholder approval, the Philippines.

The Board recommends that investors consider the risks described below and information contained elsewhere in this Prospectus, as well as consulting with their professional advisers before deciding whether or not to apply for the securities.

The following is a non-exhaustive list of the risks that may have a material effect on the financial position and performance of the Company and the value of its securities, as well as the Company's exploration, any development and mining activities and an ability to fund those activities.

The specific risks below are some of the risks specific to the Company including by reason of its involvement in the resource industry. The general investment risks below are some of the risks to the Company of a general economic nature.

4.2 Specific Risks

Bundok acquisition risk

The Company has entered into a transaction to acquire Bundok (an Australian proprietary limited company) which has rights to 7 gold and porphyry copper-gold projects in the Philippines. Completion of the Bundok Acquisition is subject to satisfaction of conditions precedent including Lindian Shareholder approval, completion of legal due diligence of the Philippines licences by Lindian and the Bundok shareholders accepting offers to be made to them by Lindian. If these conditions are not satisfied or waived, the Bundok Acquisition will not complete. In this case, Lindian will continue to identify other resource projects for acquisition as well as continuing to develop its Dinguiraye Project in Guinea.

Mining and Exploration Risks

The primary business of the Company is exploration for, and commercial development of, mineral ore bodies, which is subject to the risks inherent in these activities. Its operations are still in the exploration and evaluation phase. The current and future operations of the Company may be affected by a range of factors, including:

• geological conditions

• limitations on activities due to seasonal weather patterns

• alterations to joint venture programs and budgets

• unanticipated operational and technical difficulties encountered in trenching, drilling, development, production and treatment activities

• mechanical failure of operating plant and equipment

• adverse weather conditions, industrial and environmental accidents, industrial disputes and other force majeure events

• unavailability of drilling, mining, processing and other equipment

• unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment and labour

• prevention of access by reason of political or civil unrest, outbreak of hostilities, inability to obtain regulatory or landowner consents or approvals

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• terms imposed by government on development of mining projects including conditions such as equity participation, royalty rates and taxes

• delays in completing feasibility studies and obtaining development approvals

• risks of default or non-performance by third parties providing essential services.

No assurance can be given that future exploration will be successful or that a commercial mining operation will eventuate.

The ultimate success and financial viability of the Company depends on the discovery and delineation of economically recoverable ore reserves, design and construction of efficient mining and processing facilities, and competent operational and managerial performance. There is no assurance that exploration and development of the mineral interests held by the Company, or any other projects that may be acquired by the Company in the future, will result in the discovery of an economic deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be profitably exploited by the Company.

Development of a commercial mining operation is also dependent on the Company's ability to obtain necessary titles and governmental and other regulatory approvals on a timely basis.

Resource Estimations

Resources estimates are expressions of judgment based on knowledge, experience and resource modelling. As such, resource estimates are inherently imprecise and rely to some extent on interpretations made.

Additionally, resource estimates may change over time as new information becomes available. Should the Company encounter mineralisation or geological formations different from those predicted by past drilling, sampling and interpretations, resource estimates may need to be altered in a way that could adversely affect the Company's operations.

Sovereign Risk

It should be noted that parts of the Philippines and Guinea have been the subject of civil unrest in the recent past. The Company believes that although tension has eased, civil and political unrest and an outbreak of hostilities remains a risk in the Philippines and Guinea which could affect the Company’s access to its Philippines project areas and Dinguiraye project and subsequent exploration and development.

Commodity and Currency Price Volatility

The Company's ability to benefit from any future mining operations will depend on market factors, some of which may be beyond its control. The world market for gold, nickel, platinum and other minerals is subject to many variables and may fluctuate markedly.

Any revenues derived from any future mining will primarily be derived from the sale of the relevant commodity such as gold. Consequently, any future earnings are likely to be closely related to the price of the relevant commodity and the terms of any offtake agreements which it enters into.

Metal prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include world demand for metals, forward selling by producers and production cost levels in major mineral-producing regions. Metal prices are also affected by macroeconomic factors such as expectations regarding inflation, interest rates and global and regional demand for, and supply of, the relevant metal as well as general

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global economic conditions. These factors may have an adverse effect on the Company's exploration, development and production activities, as well as on its ability to fund those activities.

Commodities are principally sold throughout the world in US dollars. The Company's cost base will be payable in various currencies including Australian dollars, Philippine pesos and Guinea francs. As a result, any significant and/or sustained fluctuations in the exchange rate between these currencies and US dollars and/or adverse movements in commodity prices, could have a materially adverse effect on the Company's operations, financial position (including revenue and profitability) and performance. The Company may undertake measures where deemed necessary by the Board to mitigate such risks.

Title

All of the tenements or licences in which the Company has or may earn an interest in will be subject to applications for renewal or grant (as the case may be). The renewal or grant of the terms of each tenement or licence is usually at the discretion of the relevant government authority.

Additionally, tenements are subject to a number of government specific legislative conditions. The inability to meet these conditions could affect the standing of a tenement or restrict its ability to be renewed.

If a tenement or licence is not renewed or granted, the Company may suffer significant damage through loss of the opportunity to develop and discover any mineral resources on that tenement.

Changes in Government Policy

Adverse changes in government policies or legislation in the Philippines or Guinea and other jurisdictions in which the Company may operate from time to time affecting foreign ownership of mineral interests, taxation, profit repatriation, royalties, land access, labour relations, and mining and exploration activities may affect the operations of the Company. It is possible that the current system of exploration and mine permitting in the Philippines or Guinea may change, resulting in impairment of rights and possibly expropriation of the Company’s properties without adequate compensation. In addition, there is a possibility that the Company’s agreements with governments or joint venture partners may be unenforceable against such parties.

Environmental

The Company's projects are or may be subject to various laws and regulations regarding environmental matters and the discharge of hazardous wastes and materials. As with all mineral projects, the Company's projects are expected to have a variety of environmental impacts should development proceed. Development of any of the Company's projects will be dependent on the Company satisfying environmental guidelines and, where required, being approved by government authorities.

The Company intends to conduct its activities in an environmentally responsible manner and in accordance with all applicable laws, but may still be subject to accidents or other unforeseen events which may compromise its environmental performance and which may have adverse financial implications.

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Reliance on Key Personnel

The Company's success largely depends on the core competencies of its Directors and management and their familiarisation with, and ability to operate in, the metals and mining industry and the Company's ability to retain its key executives.

Future Capital Needs and Additional Funding

The funds raised by the Offer will be used to carry out the Company's objectives as detailed in this Prospectus and the Company’s announcements to ASX. The Company's ability to raise further capital (equity or debt) within an acceptable time, of a sufficient amount and on terms acceptable to the Company will vary according to a number of factors, including prospectivity of projects (existing and future), the results of exploration, subsequent feasibility studies, development and mining, stock market and industry conditions and the price of relevant commodities and exchange rates.

No assurance can be given that future funding will be available to the Company on favourable terms (or at all). If adequate funds are not available on acceptable terms the Company may not be able to further develop its projects and it may impact on the Company's ability to continue as a going concern.

Lack of Infrastructure

The transportation and service infrastructure in the Philippines and Guinea is sub-standard and unpredictable. Material delays in the transportation of equipment, supplies and resources may delay the development of the Company’s projects. Any such delay is likely to increase the cost of developing the projects, and such increase may materially affect the Company’s business, results of operations and financial condition.

Competition

The Company competes with other companies, including major mineral exploration and mining companies. These companies will likely have greater financial and other resources than the Company and, as a result, may be in a better position to compete for future business opportunities. Many of the Company's competitors not only explore for and produce minerals, but also carry out downstream operations on these and other products on a worldwide basis. There can be no assurance that the Company can compete effectively with these companies.

Potential Acquisitions

As part of its business strategy, the Company may make acquisitions of or significant investments in other resource projects. Any such transactions would be accompanied by risks commonly encountered in making such acquisitions.

Land Access - Philippines

Immediate access to mineral tenements in the Philippines cannot in all cases be guaranteed. The Company may be required to seek consent of land holders or other persons or groups with an interest in real property encompassed by, or adjacent to, the Company’s tenements. Compensation may be required to be paid by the Company to land holders in order that the Company may carry out exploration and/or mining activities. Native title exists in the Philippines and is governed by law. Where applicable, agreements with indigenous groups have to be in place before a mineral tenement can be granted.

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4.3 General Risks

Securities Investments and Share Market Conditions

There are risks associated with any securities investment. The prices at which the securities trade may fluctuate in response to a number of factors.

Furthermore, the stock market, and in particular the market for exploration and mining companies may experience extreme price and volume fluctuations that may be unrelated or disproportionate to the operating performance of such companies. These factors may materially adversely affect the market price of the securities of the Company regardless of the Company's operational performance. Neither the Company nor the Directors warrant the future performance of the Company, or any return of an investment in the Company.

Economic Risk

Factors such as inflation, currency fluctuations, interest rates, supply and demand, industrial disruption, government policy and legislation, have an impact on operating costs, commodity prices, and the parameters in which the Company operates. Factors that may be beyond the control of the Company include:

• general economic conditions in Australia and the countries in which the Company operates and, in particular, inflation rates, interest rates, exchange rates, commodity supply and demand factors;

• financial failure or default by a participant in any of the joint ventures or other contractual relationship to which the Company is, or may become, a party;

• insolvency or other managerial failure by any of the contractors used by the Company in its activities; and

• industrial and landholder disputes.

These as well as other conditions can affect the Company’s future revenues and profitability and the price of its securities.

Legislative

Changes in relevant taxes, legal and administration regimes, accounting practices and government policies may adversely affect the financial performance of the Company.

Speculative Nature of Investment

The above list of risk factors is not to be taken as exhaustive of the risks faced by the Company or by Shareholders in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the securities offered under this Prospectus.

Therefore, the Securities to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Securities.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Securities in the Company.

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5. RIGHTS AND LIABILITIES ATTACHING TO SHARES AND TERMS OF OPTIONS

5.1 Rights Attaching to Shares

The rights and liabilities attaching to Shares in the Company are:

• (a) set out in the Constitution of the Company, a copy of which can be inspected, free of charge, at the registered office of the Company during normal business hours; and

• (b) in certain circumstances, regulated by the Corporations Act, the Listing Rules and the general law.

The following is a summary of the more significant rights and liabilities attaching to the Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Voting Rights

Subject to any special rights or restrictions for the time being attached to any class or classes of Shares in the Company (at present there are none), at a general meeting every shareholder present in person or by proxy, attorney or representative will have on a show of hands one vote and, on a poll, one vote for each Share held.

General Meetings

Each shareholder is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, financial reports and other documents required to be furnished to shareholders under the Constitution or the Corporations Act and the Listing Rules.

Dividend Rights

Subject to the rights of holders of any Shares created or raised under any special arrangement as to dividends (at present there are none), any dividend as declared shall be payable on all Shares in proportion to the amount of capital for the time being paid up or credited as paid up in respect of such Shares.

Rights on Winding-up

Subject to the rights of holders of Shares with special rights in a winding-up (at present there are none), on a winding-up of the Company all monies and property that are to be legally distributed among holders of Shares will be distributed in proportion to the amounts paid up (or which at the commencement of the winding-up ought to have been paid up) on those Shares compared with the total paid-up capital of the Company.

Transfer of Shares

Subject to the Constitution, the Corporations Act, the ASX Listing Rules and any other applicable laws of Australia, and subject to any restrictions applicable to Shares which have been designated by the ASX as “restricted securities”, Shares are freely transferable.

Shareholder Liability

As Shares are fully paid shares, they are not subject to any calls for money by the Board and will therefore not become liable for forfeiture.

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ASX Listing Rules

Despite anything in the constitution of the Company, if the Listing Rules prohibit an act being done, the act must not be done. Nothing in the constitution prevents an act being done that the Listing Rules require to be done. If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be). If the Listing Rules require the constitution to contain a provision or not to contain a provision the constitution is deemed to contain that provision or not to contain that provision (as the case may be). If a provision of the constitution is or becomes inconsistent with the Listing Rules, the constitution is deemed not to contain that provision to the extent of the inconsistency.

5.2 Rights attaching to Options

The terms of Options offered under this Prospectus are:

• (a) The Options may be exercisable at any time prior to 5:00pm WST on 31 December 2011 ( Expiry Date). Options not exercised on or before the Expiry Date will automatically lapse.

• (b) The exercise price of each Option is 15 cents.

• (c) The Options may be exercised wholly or in part by completing an application form for Shares ( Notice of Exercise) delivered to the Company's share registry and received by it any time prior to the Expiry Date.

• (d) The Company will apply to ASX to have the Options granted Official Quotation.

• (e) An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

• (f) Upon the exercise of an Option and receipt of all relevant documents and payment, the holder will be allotted and issued a Share ranking pari passu with the then issued Shares. The Company will apply to ASX to have the Shares granted Official Quotation.

• (g) A summary of the terms and conditions of the Options, including the Notice of Exercise, will be sent to Option holders when the initial holding statement is sent.

• (h) There will be no participating entitlement inherent in the Options to participate in new issues of capital which may be offered to Shareholders during the currency of the Options. Prior to any new pro rata issue of securities to Shareholders, Option holders will be notified by the Company in accordance with the requirements of the Listing Rules.

• (i) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to the holders of Shares after the date of issue of the Options, the exercise price of the Options will be adjusted in accordance with the formula set out in Listing Rule 6.22.2.

• (j) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date, all rights of an Option holder are to be changed in a manner consistent with the Listing Rules.

• (k) Shares issued pursuant to the exercise of an Option will be issued not more than 14 days after the date of the Notice of Exercise.

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6. ADDITIONAL INFORMATION

6.1 Underwriting Agreement

On 18 February 2011, the Company and the Underwriter entered into the Underwriting Agreement pursuant to which the Underwriter agreed to underwrite the total amount of the Offer, being the Underwritten Amount. It is a condition precedent to the obligations of the Underwriter that it procures sub-underwriters as it thinks fit prior to the Closing Date of the Offer. The sub-underwriters will not be related parties of the Company.

The Underwriter must lodge or cause to be lodged applications for the Shortfall within 3 business days of receiving notice of the Shortfall from the Company.

The Company will pay the Underwriter a fee in respect of underwriting the Offer in an amount equal to 6% plus GST of the Underwritten Amount (that is, $104,588 being 6% of $1,743,139), exclusive of GST. The Underwriter is entitled to be reimbursed for all reasonable out-of-pocket expenses.

The Underwriting Agreement imposes obligations on the Company including an obligation to offer the Shares in accordance with regulatory requirements. The Underwriting Agreement further contains various representations and warranties made by the Company to the Underwriter which are customary for an agreement of this nature.

As is normal for underwriting agreements of this nature, the Underwriter has a wide discretion to terminate its obligations under the Underwriting Agreement on the occurrence of a number of events, which may occur before the issue or allotment of Securities to the Underwriter. Amongst the events is where a material and adverse change occurs in the financial position of the Company.

6.2 Relevant interest of Underwriter

The Underwriter currently has a relevant interest in 100,000 Shares and 33,334 Options (15 cent exercise price and 31 December 2011 expiry date) in the Company.

In the unlikely circumstances that all Shareholders (including Directors) decide to not take up their Entitlement and any sub-underwriters renege on their obligations to subscribe for Shortfall Shares and the Underwriting Agreement has not been terminated, the Underwriter would be issued with all the 21,789,237 Shortfall Shares and its relevant interest in Shares would represent approximately 33.49% at completion of the Offer and 15.06% after the proposed placement and issue of Shares to the Bundok Vendors. Shareholders are referred to section 3.2 of this Prospectus.

The Underwriter has informed the Company that on the facts and circumstances presently known to it, it is supportive of the Company's current direction.

The Underwriter has advised the Company that since it is presently supportive of the Company's current direction, it does not currently intend to make any major changes to the direction and objectives of the Company, and that other than as disclosed in this Prospectus, the Underwriter:

• (a) does not currently intend to make any changes to the existing business of the Company;

• (b) does not currently intend to inject further capital into the Company other than in underwriting the Offer and the placement referred to in section 3.2;

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• (c) does not currently intend to become involved in decisions regarding the future employment of the Company's present employees and contemplates that they will continue in the ordinary course of business;

• (d) does not currently intend for any property to be transferred between the Company and it or any person associated with it;

• (e) does not currently intend to redeploy the fixed assets of the Company; and

• (f) does not currently intend to change the Company's existing financial or dividend policies.

The Underwriter will ensure that any sub-underwriters will sub-underwrite on the basis that their relevant interest in Shares will not increase beyond 20%.

6.3 Interests of Directors and Proposed Directors

Other than as set out below or elsewhere in this Prospectus, no Director or Proposed Director holds at the date of this Prospectus, or held at any time during the last two years before the date of lodgement of this Prospectus with ASIC, any interest in:

• (a) the formation or promotion of the Company; or

• (b) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the Company or the Offer; or

• (c) the Offer;

and no amounts have been paid or agreed to be paid by any person and no benefits have been given or agreed to be given by any person:

• (a) to a Director or Proposed Director to induce him or her to become, or to qualify as, a Director; or

• (b) for services provided by a Director or Proposed Director in connection with the formation or promotion of the Company or the Offer.

Directors	Current Relevant Interest in Shares	Current Relevant Interest in Options
Tony Cunningham	450,0001	311,5841
Angus Caithness	-	-
Paul Jurman	-	100,0012
Proposed Directors	Current Relevant Interest in Shares	Current Relevant Interest in Options
Matthew Wood	-	-
Steve Leithead	-	-
Scott Funston	-	-

The table above does not take into account the Shares and Options that Directors and Proposed Directors may be entitled to pursuant to this Offer. The Directors have indicated that they each intend to take up their Entitlements.

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Notes:

1. Mr Cunningham has a relevant interest in the following securities:

2. 100,000 Shares and 33,334 Options exercisable at 15 cents expiring 31 December 2011 are held by Cunningham Peterson Sharbanee Securities Pty Ltd, an entity in which Mr Cunningham is a director and shareholder.

3. 350,000 Shares and 278,250 Options exercisable at 15 cents expiring 31 December 2011 are held by Albatross Pass Pty Ltd, an entity in which Mr Cunningham is the director and shareholder.

4. Mr Jurman has a relevant interest in 100,001 Options exercisable at 15 cents expiring 31 December 2011 held in the name of Angela Jurman as trustee for the PJAG Investment Trust. Angela Jurman is the spouse of Paul Jurman and an associate for this purpose.

Mr Cunningham receives a non-executive director’s fee of $30,000 per annum plus statutory superannuation currently at 9% per annum. In the two years prior to the date of this Prospectus, Mr Cunningham received total remuneration of $46,149.

Mr Cunningham is a director and shareholder of Cunningham Peterson Sharbanee Securities Pty Ltd, the Underwriter to the Offer and which has been mandated to undertake the placement referred to in section 3.2. Further, Mr Cunningham is one of the vendors in respect of the Bundok Acquisition.

Mr Caithness receives a non-executive director's fee of $20,000 per annum plus statutory superannuation currently at 9% per annum. Mr Caithness has not received any remuneration as at the date of this prospectus.

Mr Jurman receives a non-executive director's fee of $20,000 per annum plus statutory superannuation currently at 9% per annum. In the two years prior to the date of this Prospectus, Mr Jurman received a total remuneration of $26,701.

Each of Mr Wood, Mr Leithead and Mr Funston are the Proposed Directors. Upon completion of the Bundok Acquisition, Mr Wood will be appointed Chairman, Mr Leithead the Managing Director and Mr Funston as an Executive Director. No remuneration for these roles has been determined as yet. None of the Proposed Directors have received any remuneration from the Company in the two years prior to the date of this Prospectus. Mr Wood is a director and shareholder of Garrison Capital Pty Ltd which will receive 12,000,000 Options (exercisable at 15 cents expiring on 31 December 2011) as an introduction fee for the Bundok Acquisition.

Directors are also entitled to be reimbursed for reasonable expenses incurred by them in providing their services to the Company.

6.4 Interests of Experts and Advisors

Except as disclosed in this Prospectus, no expert, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, nor any firm in which any of those persons is or was a partner nor any company in which any of those persons is or was associated with, has now, or has had, in the two year period ending on the date of this Prospectus, any interest in:

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• (a) the formation or promotion of the Company; or

• (b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or

• (c) the Offer.

Except as disclosed in this Prospectus, no amounts of any kind (whether in cash, securities or otherwise) have been paid or agreed to be paid to any expert, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, or to any firm in which any of those persons is or was a partner or to any company in which any of those persons is or was associated with, for services rendered by that person in connection with the formation or promotion of the Company or the Offer.

Fairweather Corporate Lawyers has acted as solicitors to the Company in relation to the Offer. In respect of this work, the Company will incur a liability of approximately $8,000 exclusive of GST. Subsequently fees will be paid in accordance with normal hourly rates. In the two years prior to the date of this Prospectus, Fairweather Corporate Lawyers has been paid $6,400 exclusive of GST for other legal services.

CPS Securities is underwriting the Offer. The material terms of the Underwriting Agreement and the fees to be paid to CPS Securities are set out in section 6.1. It will be paid the sum of $104,588 plus GST as Underwriter representing 6% plus GST of the Underwritten Amount.

On 18 February 2011 the Company engaged CPS Securities under a mandate agreement to place 30,000,000 Shares at 8 cents each with one free attaching Option (15 cent exercise price and 31 December 2011 expiry date) for every Share subscribed for to raise $2,400,000 following Shareholder approval. CPS Securities will be entitled to 6% plus GST of the funds raised plus, subject to Shareholder approval, 12,000,000 Options (15 cent exercise price and 31 December 2011 expiry date) as a fee.

In the two years prior to the date of this Prospectus, CPS Securities has been paid a total of $113,366 for other broking and corporate advisory services.

6.5 Expenses of the Offer

The expenses of the Issue are estimated to be approximately $137,154 including underwriting fees, legal fees, ASX and ASIC fees and other miscellaneous expenses.

6.6 Consents

The following parties has given their written consent to be named in this Prospectus and for the inclusion of statements made by that party (as described below in the form and context in which they are included), and has not withdrawn such consent before lodgement of this Prospectus with ASIC.

FW Legal Pty Ltd trading as Fairweather Corporate Lawyers has consented to Fairweather Corporate Lawyers being named as the Solicitors to the Offer.

Cunningham Peterson Sharbanee Securities Pty Ltd has consented to being named as the Underwriter to the Offer and the inclusion in the Prospectus of all statements referring to it.

The parties referred to above in this section:

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• do not make, or purport to make any statement in this Prospectus, or on which a statement made in this Prospectus is based other than as specified in this section;

• to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in the Prospectus with the consent of that party as specified in this section; and

• has not caused or authorised the issue of this Prospectus.

6.7

Share Trading History

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on ASX.

The highest and lowest market price of the Company’s quoted Shares on ASX during the 3 months immediately preceding the date of lodgement of this Prospectus with ASIC and the respective dates of those sales and the last sale prior to lodgement of this Prospectus were:

	Price	Date
Highest	24.5 cents	4 February 2011
Lowest	10 cents	2 December 2010
Latest	20 cents	21 February 2011

6.8 Continuous Disclosure Obligations

The Company is a "disclosing entity" (as defined in Section 111AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company's securities. The Shares that will be issued pursuant to this Prospectus and the Shares that will be issued on exercise of the Options offered under this Prospectus will be in the same class of Shares that have been granted official quotation by ASX during the 3 months prior to the issue of this Prospectus.

In general terms "transaction specific prospectuses" are only required to contain information in relation to the effect of the Offer on the Company and the rights and liabilities attaching to the securities offered. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

Having taken such precautions and having made such enquiries as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 3 months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the securities market conducted by ASX.

Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.

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The Company, as a disclosing entity under the Corporations Act, states that:

• (a) it is subject to regular reporting and disclosure obligations;

• (b) copies of documents lodged with ASIC in relation to the Company (not being documents referred to in section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of ASIC; and

• (c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:

• (i) the annual financial report most recently lodged by the Company with ASIC; and

• (ii) any continuous disclosure notices given by the Company after the lodgement of the annual financial report and before the lodgement of the copy of the Prospectus with ASIC.

The Company lodged its latest annual financial report with ASX on 17 September 2010. The following documents have been lodged with ASX since the date of lodgement of the Company's latest annual financial report:

Date	Description of Announcement
01/10/2010	Change of Director’s Interest Notice
12/10/2010	Timing of Annual General Meeting
20/10/2010	Notice re Annual Report to Shareholders
21/10/2010	Notice of Annual General Meeting/Proxy Form
26/10/2010	Quarterly Activities and Cash Flow Reports
26/11/2010	Results of AGM 2010
29/12/2010	Securities Trading Policy
31/01/2011	Quarterly Activities and Cash Flow Reports
01/02/2011	Board Restructure
08/02/2011	To Acquire Portfolio of Gold Projects in the Philippines

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7. DIRECTORS' AND PROPOSED DIRECTORS’ AUTHORISATION AND CONSENT

This Prospectus is authorised by the Company and lodged with the ASIC pursuant to section 718 of the Corporations Act.

Each Director and Proposed Director has consented to lodgement of this Prospectus with ASIC in accordance with the terms of section 720 of the Corporations Act and has not withdrawn that consent.

Dated: 22 February 2011

==> picture [86 x 46] intentionally omitted <==

....................................... Signed for and on behalf of Lindian Resources Limited By Paul Jurman Director

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8. GLOSSARY

Where the following terms are used in this Prospectus they have the following meanings:

ASIC means the Australian Securities and Investments Commission. ASX means the ASX Limited ACN 008 624 691.

Board means the Board of Directors. Bundok means Bundok Resources Pty Ltd ABN 76 141 401 710.

Bundok Acquisition

• means the Company’s proposed acquisition of 100% of the issued share capital of Bundok as announced on 8 February 2011.

Bundok Vendors means, collectively all of the current shareholders of Bundok.

Closing Date means the closing date for receipt of Application Forms under this Prospectus, estimated to be 5.00 pm WST on 24 March 2011 or an amended time as set by the Board. Company or Lindian means Lindian Resources Limited ABN 53 090 772 222. Constitution means the constitution of the Company. Corporations Act means the Corporations Act 2001 (Cth). Director means a director of the Company. Eligible Participants means shareholders who are registered as at 5.00 pm WST on 3 March 2011 who are entitled to subscribe under the Offer.

Entitlement means the right of a Shareholder to subscribe for Securities under the Offer. Entitlement and means the personalised entitlement and acceptance form Acceptance Form attached to or accompanying this Prospectus. Listing Rules means the official listing rules of the ASX. Offer means the offer of Securities pursuant to this Prospectus. Official List means the official list of ASX. Official Quotation means official quotation by ASX in accordance with the Listing Rules.

Opening Date means the date on which the Offer opens.

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Option	means an option to acquire a Share in the capital of the
	Company.
Prospectus	means this Prospectus.
Record Date	means 3 March 2011 being the date for determining the
	Shareholder’s Entitlement to participate in this Offer.
Securities	means Shares and Options.
Share	means a fully paid ordinary share in the Company.
Shareholder	means the registered holder of Shares in the Company.
Shortfall	means the Shares and Options forming Entitlements, or
	parts of Entitlements, not accepted by Shareholders.
Underwriter	means Cunningham Peterson Sharbanee Securities Pty Ltd
	(ACN 088 055 636) (AFSL 294848).
Underwriting	means the underwriting agreement between the Company
Agreement	and the Underwriter summarised in section 6.1.
Underwritten Amount	means $1,743,139.
WST	means Western Standard Time as observed in Perth,
	Western Australia.
$	means Australian dollars unless otherwise stated.

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