LINDIAN RESOURCES LIMITED

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NOTICE OF MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of the members of Lindian Resources Limited ABN 53 090 772 222 (“the Company”) will be held on Thursday, 7 February 2008 at 3.30pm at Level 34 Exchange Plaza, 2 The Esplanade, Perth, Western Australia.

The enclosed Explanatory Memorandum accompanies and forms part of this Notice of Meeting.

AGENDA

ORDINARY BUSINESS

To consider and, if thought fit, pass the following resolutions as ordinary resolutions.

1. Resolution 1 - Issue of Securities as Purchase Consideration

“ That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue a total of 5,000,000 Shares and 500,000 Options to the vendors pursuant to the Bafwasende Acquisition Agreement on the terms and conditions set out in the Explanatory Memorandum. ”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue of Securities or any associate of that person or any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if this Resolution is passed.

2. Resolution 2 - Ratification of Prior Option Issue

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 200,000 Options to Mr Guy Scherrer on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion : The Company will disregard any votes cast on this resolution by Mr Guy Scherrer and any of his associates.

3. Resolution 3 - Ratification of Prior Option Issue

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 350,000 Options to Mr Paul Jurman on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion : The Company will disregard any votes cast on this resolution by Mr Paul Jurman and any of his associates.

GENERAL BUSINESS

4. To transact any other business which may lawfully be brought forward.

Voting Exclusion Note:

Where a voting exclusion applies, 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.

PROXIES

In accordance with section 249L of the Corporations Act 2001, Shareholders are advised that:

each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise half of the votes.

In accordance with section 250BA of the Corporations Act, the Company specifies the following information for the purposes of receipt of proxy appointments:

Registered Office: 30 LEDGAR ROAD BALCATTA, WESTERN AUSTRALIA 6021 Facsimile Number: (61 8) 9240 2406 Postal Address: P O Box 717 BALCATTA, WESTERN AUSTRALIA 6914

Each Shareholder entitled to vote at the General Meeting has the right to appoint a proxy to attend and vote at the meeting on his behalf. The Shareholder may specify the way in which the proxy is to vote on each Resolution or may allow the proxy to vote at his discretion. The instrument appointing the proxy must be received by the Company at the address specified above at least 48 hours before the time notified for the meeting (proxy forms can be lodged by facsimile).

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001(Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 5:00pm (WST) on 5 February 2008.

BY ORDER OF THE BOARD

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Paul Jurman Company Secretary

Perth, Western Australia 3 January 2008

Shareholders who do not plan to attend the meeting are encouraged to complete and return a proxy form.

ACN 090 772 222

EXPLANATORY MEMORANDUM

1. INTRODUCTION

This Explanatory Memorandum has been prepared for the information of Shareholders of Lindian Resources Limited (“ Lindian ” or the “ Company ”) in connection with the business to be conducted at the General Meeting to be held on 7 February 2008 at 3.30pm at Level 34 Exchange Plaza, 2 The Esplanade, Perth, Western Australia.

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Meeting.

2. RESOLUTION 1 – Issue of Securities as Purchase Consideration

Background

On 30 October 2007, the Company announced the acquisition, subject to Shareholder approval and completion of due diligence, of an 80% interest in the Bafwasende Gold and Diamond project (“Project”).

Project location and access

The Project consists of 43 exploration licences and one exploration licence application covering a total area of approximately 7,000 square kilometres and is considered to be highly prospective for gold and diamonds. The licences are held by Congolese Exploration Company sprl (“Coexco”). The Project area is located 220kms north east of Kisangani (a major regional center) in Province Orientale in the north east of the Democratic Republic of Congo (“DRC”). Access to the area is good with the Project area cut by the main sealed road from Kisangani to the town of Bafwasende. Kisangani is serviced by daily flights from Kinshasa, the capital of the DRC.

Project Geology and Historic Activities

The Project is underlain by the Neo Proterozoic sedimentary rocks of the Lindian Group which occupy the northeastern extremity of the Congo Basin. The Lindian Group is mapped as sediments ranging from mudstone to conglomerates with inter-bedded carbonate. Basal conglomerates/breccias are developed along the contact with the underlying basement rocks. These sediments have been gently folded along WNW trending anticlinal / synclinal axis paralleling the WNW basin margin.

Whilst there are reported to be numerous areas of artisanal alluvial diamond / gold exploitation within the Project area, there is no evidence of any systematic exploration activity. The project area is untested by modern exploration techniques.

A landsat interpretation has identified 3 main structural directions: WNW paralleling the basin margin, ENE and N-S which parallels the rifting in the Mid-Atlantic at the time of the Gondwana breakup. Significantly this is the time identified for the intrusion for the kimberlites at Mbudji Mayi (in the south west of the DRC and estimated to be producing about 5 million carats per year) and in West Africa. The intersections of these major crustal-scale linears, interpreted as major zones of crustal weakness, represent prime exploration targets. The Mbuji Mayi Diamond District sits at the intersection of the 3 major crustal structures.

Proposed Exploration Activities

Initial exploration will focus on regional geological mapping in conjunction with regional stream sediment sampling. All stream sediment samples will be sent for geochemical analysis as well as kimberlitic mineral identification. Further sampling in conjunction with airborne magnetics will be completed on all anomalous areas. This will enable a structural interpretation for targeting of a hardrock source for the alluvial gold mineralisation as well as identifying potential kimberlite pipes.

Due diligence review

Lindian has completed its due diligence review, which included confirmation from DRC legal advisors that the exploration licences the subject of the agreement are validly held by Coexco.

Bafwasende Acquisition Agreement

The principal terms of the Bafwasende Acquisition Agreement are as follows:

Lindian to acquire 80% of the issued share capital of Coexco by the payment of US$40,000 cash and the allotment and issue to Corporate & Resource Consultants Pty Ltd (“CRCPL”):
on receipt of Shareholder approval, 5,000,000 Shares (“Initial Purchase Consideration”); and
on the discovery of the equivalent of 2,000,000 ounces of gold resources to JORC standard (with at least 1,000,000 ounces of gold in the indicated category) by 31 December 2011, a further 15,000,000 Shares (“Conditional Shares”). The issue of the Conditional Shares is subject to the necessary regulatory approvals, including Shareholder approval. If the Conditional Shares are not able to be issued due to the failure to obtain the necessary regulatory approvals, Lindian shall pay CRCPL other consideration of comparable value to the Conditional Shares. Such other consideration shall be agreed to between Lindian and CRCPL, acting reasonably.
Lindian to incur all expenditure to completion of a feasibility study on the Project (such expenditure to be recouped from production on a priority basis).
Lindian can withdraw from funding the Project at any time if it considers further exploration not warranted.
Lindian has a first right of refusal to the other shareholders’ 20% interest in Coexco.
Lindian to acquire an option to purchase the remaining 20% interest from the other shareholders in Coexco (none of whom are related parties or associates of Lindian or of CRCPL), at Lindian’s election at any time prior to completion of a feasibility study, by allotting and issuing 500,000 Options (on the terms and conditions set out in Annexure 1 to the Explanatory Memorandum) to Mr JV Hamilton, a shareholder of Coexco (“Option Issue”). Consideration payable to Coexco shareholders to purchase the remaining 20% interest is:
payment of US$4 million;
payment of US$0.5 million for every 1 million ounces of gold (or equivalent) identified to JORC Indicated status (capped at US$2.5 million); and
payment of a gross royalty of 1% of production.

Resolution 1 seeks approval by Shareholders pursuant to ASX Listing Rule 7.1 of the Initial Purchase Consideration and the Option Issue.

Specific Information required by ASX Listing Rule 7.3

For the purposes of ASX Listing Rule 7.3 information is provided to Shareholders as follows:

(i) The maximum number of Securities to be issued by the Company is 5,000,000 Shares and 500,000 Options.

(ii) The Securities 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 allotment will occur on the same date.
(iii) The Securities will be issued in consideration of the acquisition of 80% of the share capital in Coexco and the right to acquire the remaining 20% of the share capital in Coexco under the terms of the Bafwasende Acquisition Agreement. The deemed issue price of the Securities is $0.30 per Share (which was the closing price of Shares on the day of execution of the Acquisition Agreement).
(iv) The allottee of the Shares will be Corporate & Resources Consultants Pty Ltd or its nominee and the allottee of the Options will be Mr Jack Hamilton or his nominee. None of the allottees are related parties or associates of the Company. Mr Reg Gillard and Mr Patrick Flint are directors of Lindian and are directors and have a beneficial interest in (but do not control) Corporate & Resources Consultants Pty Ltd.
(v) The Shares will rank equally with the existing Shares on issue and will be subject to quotation on the ASX. The terms and conditions of the Options are set out in Annexure 1 to the Explanatory Memorandum.
(vi) The issue of Securities is for nil cash consideration and accordingly no funds will be raised.

A voting exclusion statement is included in the Notice.

3. RESOLUTION 2 – Ratification of Prior Option Issue

Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 of the issue on 9 November 2007 of 200,000 Options to Mr Guy Scherrer (“Prior Option Issue”). Mr Scherrer is the Company’s senior project geologist and manages the Company’s on-site exploration activities in Africa. He is actively involved in the exploration and development of the Company’s project in Africa.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights of conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class 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 issued with shareholder approval for the purpose of ASX Listing Rule 7.1.

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

Specific Information required by ASX Listing Rule 7.5

For the purposes of ASX Listing Rule 7.5 information is provided as follows:

(i) 200,000 Options were granted under the Prior Option Issue.
(ii) The Options were issued for nil cash consideration.
(iii) The terms and conditions of the Options are set out in Annexure 2 to this Explanatory Memorandum.
(iv) The Options were granted to Mr Guy Scherrer on 9 November 2007.

A voting exclusion statement is included in the Notice.

4. RESOLUTION 3 – Ratification of Prior Option Issue

Resolution 3 seeks ratification by shareholders pursuant to ASX Listing Rule 7.4 of the issue on 4 December 2007 of 350,000 Options (“Prior Option Issue”) to Mr Paul Jurman. Mr Jurman is the Company Secretary and is actively involved in the management of the Company.

A summary of ASX Listing Rules 7.1 and 7.4 is provided above. By ratifying the Prior Option Issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

Specific Information required by ASX Listing Rule 7.5

For the purposes of ASX Listing Rule 7.5 information is provided as follows:

(i) 350,000 Options were granted under the Prior Option Issue.
(ii) The Options were issued for nil cash consideration.
(iii) The terms and conditions of the Options are set out in Annexure 3 to this Explanatory Memorandum.
(iv) The Options were granted to Mr Paul Jurman on 4 December 2007.

A voting exclusion statement is included in the Notice.

GLOSSARY

$ means Australian dollars.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

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

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Memorandum means the explanatory memorandum accompanying the Notice of Meeting.

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

Notice or Notice of Meeting means this notice of general meeting including the Explanatory Statement.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

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

Securities means Shares and Options.

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

Shareholder means a holder of a Share.

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

ANNEXURE 1

LINDIAN RESOURCES LIMITED

ACN 090 772 222

TERMS AND CONDITIONS OF OPTIONS - Resolution 1

The terms and conditions of the issue of the Options (under Resolution 1) are:

Each Option entitles the holder to subscribe for and be allotted one Share at a price of $0.30 per Share on or before 31 December 2011 (“the Expiry Date”).
The Options are exercisable at any time on or prior to the Expiry Date by notice in writing to the Directors of the Company accompanied by payment of the exercise price.
The Options are freely transferable.
Application will not be made to the ASX for official quotation of the Options.
Shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s existing Shares on issue. The Company will apply for Official Quotation by ASX of all Shares issued upon the exercise of Options within 3 business days after the date of allotment of those Shares.
There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will send a notice to each holder of Options at least nine business days before the record date for any proposed issue of capital on an entitlement basis. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
There are no rights to a change in the exercise price, or in the number of Shares over which the Options can be exercised, in the event of a bonus issue by the Company prior to the exercise of any Options.
In the event of any reorganisation of the issued capital of the Company on or prior to the Expiry Date, the rights of an Optionholder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of the reorganisation.
The Company will, at least 20 business days before the Expiry Date, send notices to the Optionholders stating the name of the Optionholder, the number of Options held and the number of Shares to be issued on exercise of the Options, the exercise price, the due date for payment and the consequences of non-payment.

ANNEXURE 2

LINDIAN RESOURCES LIMITED

ACN 090 772 222

TERMS AND CONDITIONS OF OPTIONS – Resolution 2

The terms and conditions of the issue of the Options (under Resolution 2) are:

Each Option entitles the holder to subscribe for and be allotted one ordinary Share at a price of $0.30 per Share on or before 30 September 2010 (“the Expiry Date”).
The Options are exercisable at any time after 1 April 2008 by notice in writing to the Directors accompanied by payment of the exercise price.
If the holder ceases to be an employee and/or consultant to the Company prior to the Expiry Date the Options must be exercised within three months of the holder ceasing to be an employee and/or consultant to the Company, after which date the Options are cancelled.
Shares will be allotted and issued pursuant to the exercise of Options not more than 10 business days after receipt of a properly executed notice of exercise and payment of the requisite application moneys.
The Options are not transferable, except to a spouse of the Optionholder or a company wholly owned by the Optionholder and his or her spouse.
Shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s existing Shares on issue. The Company will apply for Official Quotation by ASX of all Shares issued upon the exercise of Options within 3 business days after the date of allotment of those Shares.
There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered or made to the Shareholders during the currency of the Options. However, the Company will send a notice to each Optionholder at least 9 business days before the record date for any proposed issue of capital on an entitlement basis. This will give Optionholders the opportunity to exercise their Options (subject to the exercise period referred to above) prior to the date for determining entitlements to participate in any such issue.
There are no rights to a change in the exercise price, or in the number of Shares over which the Options can be exercised, in the event of a bonus issue by the Company prior to the exercise of any Options.
In the event of any reorganisation of the issued capital of the Company on or prior to the Expiry Date, the rights of an Optionholder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of the reorganisation.
The Optionholder is entitled to exercise the Options prior to the commencement of the exercise period referred to in (2) above if a takeover offer (includes a takeover offer and any offer made pursuant to a takeover announcement to acquire Shares, under Chapter 6 of the Corporations Act) is made and either:
(a) the offeror is at the time of making a takeover offer or takeover announcement then entitled to more than 50% of the voting shares of the Company; or
(b) if sub-clause (a) does not apply, the offeror becomes entitled to more than 50% of the voting shares of the Company.
The Company will, at least 20 business days before the Expiry Date, send notices to the Optionholders stating the name of the Optionholder, the number of Options held and the number of Shares to be issued on exercise of the Options, the exercise price, the due date for payment and the consequences of nonpayment.

ANNEXURE 3

LINDIAN RESOURCES LIMITED

ACN 090 772 222

TERMS AND CONDITIONS OF OPTIONS – Resolution 3

The terms and conditions of the issue of the Options (under Resolution 3) are:

Each Option entitles the holder to subscribe for and be allotted one Share at a price of $0.35 per Share on or before 30 September 2010 (“the Expiry Date”).
The Options are exercisable at any time after 1 May 2008 by notice in writing to the Directors accompanied by payment of the exercise price.
If the holder ceases to be an employee and/or consultant to the Company prior to the Expiry Date the Options must be exercised within three months of the holder ceasing to be an employee and/or consultant to the Company, after which date the Options are cancelled.
Shares will be allotted and issued pursuant to the exercise of Options not more than 10 business days after receipt of a properly executed notice of exercise and payment of the requisite application moneys.
The Options are not transferable, except to a spouse of the Optionholder or a company wholly owned by the Optionholder and his or her spouse.
Shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s existing Shares on issue. The Company will apply for Official Quotation by ASX of all Shares issued upon the exercise of Options within 3 business days after the date of allotment of those Shares.
There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered or made to the Shareholders during the currency of the Options. However, the Company will send a notice to each Optionholder at least 9 business days before the record date for any proposed issue of capital on an entitlement basis. This will give Optionholders the opportunity to exercise their Options (subject to the exercise period referred to above) prior to the date for determining entitlements to participate in any such issue.
There are no rights to a change in the exercise price, or in the number of Shares over which the Options can be exercised, in the event of a bonus issue by the Company prior to the exercise of any Options.
In the event of any reorganisation of the issued capital of the Company on or prior to the Expiry Date, the rights of an Optionholder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of the reorganisation.
The Optionholder is entitled to exercise the Options prior to the commencement of the exercise period referred to in (2) above if a takeover offer (includes a takeover offer and any offer made pursuant to a takeover announcement to acquire Shares, under Chapter 6 of the Corporations Act) is made and either:
(a) the offeror is at the time of making a takeover offer or takeover announcement then entitled to more than 50% of the voting shares of the Company; or
(b) if sub-clause (a) does not apply, the offeror becomes entitled to more than 50% of the voting shares of the Company.
The Company will, at least 20 business days before the Expiry Date, send notices to the Optionholders stating the name of the Optionholder, the number of Options held and the number of Shares to be issued on exercise of the Options, the exercise price, the due date for payment and the consequences of nonpayment.

[10]

LINDIAN RESOURCES LIMITED (ACN 090 772 222)

PROXY FORM

Appointment of Proxy

I/We being a member/s of Lindian Resources Ltd and entitled to attend and vote hereby appoint

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The Chairman of the Meeting (mark with an “X”)	OR

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If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

Or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General Meeting of Lindian Resources Ltd to be held on 7 February 2008 and at any adjournment of that meeting.

If you do not wish to direct your proxy how to vote, please place a mark in the box ��

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolutions and votes cast by him other than as proxy holder will be disregarded because of that interest.

If you do not mark the above box and you have not directed your proxy how to vote in the boxes below, the Chairman of the Meeting will not cast your votes on the resolutions and your votes will not be counted in computing the required majority if a poll is called.

Voting directions to your proxy – please mark ⌧ to indicate your directions

For Against Abstain*

Resolution 1 – Issue of Securities as Purchase Consideration

Resolution 2 – Ratification of Prior Option Issue Resolution 3 – Ratification of Prior Option Issue

If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

PLEASE SIGN HERE - This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Director Director/Company Secretary Sole Company Secretary

Dated: //___

How to complete the Proxy Form

1 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate in the space provided. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

2 Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

3 Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's share registry or you may copy this form.

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
(b) return both forms together.

4 Signing Instructions

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

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's share registry.

Lodgment of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 3.30pm on 5 February 2008. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged:

IN PERSON: Registered Office – 30 Ledgar Road, Balcatta, Western Australia 6021

BY MAIL: Registered Office - 30 Ledgar Road, Balcatta, Western Australia 6021 / P O Box 717, Balcatta, Western Australia 6914

BY FAX (61 8) 9240 2406

AI assistant

LINDIAN RESOURCES LIMITED — Proxy Solicitation & Information Statement 2008

65236_rns_2008-01-02_c99f97a2-aa9f-4a62-b1c1-99250275b046.pdf

NOTICE OF MEETING

AGENDA

ORDINARY BUSINESS

1. Resolution 1 - Issue of Securities as Purchase Consideration

2. Resolution 2 - Ratification of Prior Option Issue

3. Resolution 3 - Ratification of Prior Option Issue

GENERAL BUSINESS

Voting Exclusion Note:

PROXIES

LINDIAN RESOURCES LIMITED

ACN 090 772 222

EXPLANATORY MEMORANDUM

1. INTRODUCTION

2. RESOLUTION 1 – Issue of Securities as Purchase Consideration

Background

Project location and access

Project Geology and Historic Activities

Proposed Exploration Activities

Due diligence review

Bafwasende Acquisition Agreement

Specific Information required by ASX Listing Rule 7.3

3. RESOLUTION 2 – Ratification of Prior Option Issue

Specific Information required by ASX Listing Rule 7.5

4. RESOLUTION 3 – Ratification of Prior Option Issue

Specific Information required by ASX Listing Rule 7.5

GLOSSARY

ANNEXURE 1

LINDIAN RESOURCES LIMITED

ACN 090 772 222

TERMS AND CONDITIONS OF OPTIONS - Resolution 1

ANNEXURE 2

LINDIAN RESOURCES LIMITED

ACN 090 772 222

TERMS AND CONDITIONS OF OPTIONS – Resolution 2

ANNEXURE 3

LINDIAN RESOURCES LIMITED

ACN 090 772 222

TERMS AND CONDITIONS OF OPTIONS – Resolution 3

Appointment of Proxy

1 Appointment of a Proxy

2 Votes on Items of Business

3 Appointment of a Second Proxy

4 Signing Instructions

Lodgment of a Proxy

More from LINDIAN RESOURCES LIMITED

LINDIAN RESOURCES LIMITED Proxy Solicitation & Information Statement 2008