LINDIAN RESOURCES LIMITED — Proxy Solicitation & Information Statement 2018

Aug 20, 2018

Lindian Resources Limited ACN 090 772 222

Notice of Meeting

Notice is given that the Meeting will be held at:

Time: 10:00am (WST) Date: 24 September 2018 Place: Unit 3, 28 HOOD STREET SUBIACO WA 6008

Important

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

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 10:00am (WST) on 22 September 2018.

Business of the Meeting

Agenda

1. Resolution 1 – Ratification of Prior Issue of Tranche 1 Placement Shares under ASX Listing Rule 7.1

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 33,218,788 Tranche 1 Placement Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the Tranche 1 Placement or any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. Resolution 2 – Ratification of Prior Issue of Tranche 1 Placement Shares under ASX Listing Rule 7.1A

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

• “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 26,781,212 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the Tranche 1 Placement or any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3. Resolution 3 – Approval to issue Tranche 2 Placement Shares and Placement Options

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 40,000,000 Tranche 2 Placement Shares and up to 100,000,000 Placement Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the Placement (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

4.

Resolution 4 – Approval to Issue Adviser Options

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

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“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 10,000,000 Adviser Options on the terms and conditions set out in the Explanatory Statement.”

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

5. Resolution 5 – Ratification of Prior Issue of Facilitation Shares under ASX Listing Rule 7.1

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 6,666,667 Facilitation Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who.

6. Resolution 6 – Approval to Issue Facilitation Shares and Facilitation Options

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 25,000,000 Facilitation Shares and up to 31,666,667 Facilitation Options on the terms and conditions set out in the Explanatory Statement.”

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

Dated: 14 August 2018

By order of the Board

Asimwe Kabunga Chairman

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Voting in person

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

Voting by proxy

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

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

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

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

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

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

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

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Explanatory Statement

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

1. Background to the Resolutions

1.1 Placement

On 6 August 2018, the Company announced a placement of 100,000,000 Shares to sophisticated and professional investors at an issue price of $0.015 per Share to raise approximately $1,500,000 (before costs), with 1 Option (exercisable at $0.02 on or before 31 December 2020) to be issued for every Share subscribed for and issued ( Placement ). The Placement will be completed in two tranches (being the Tranche 1 Placement and the Tranche 2 Placement ).

The Company completed the Tranche 1 Placement by issuing a total of 60,000,000 Shares ( Tranche 1 Placement Shares ) on 14 August 2018 to raise a total of $900,000 (before costs). 33,218,788 Tranche 1 Placement Shares were issued pursuant to the Company’s placement capacity under ASX Listing Rule 7.1 and 26,781,212 Tranche 1 Placement Shares were issued pursuant to the Company’s placement capacity under ASX Listing Rule 7.1A which was approved by Shareholders at the annual general meeting held on 27 November 2017.

Resolutions 1 and 2 seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Tranche 1 Placement Shares.

Resolution 3 seeks Shareholder approval for the issue of the Placement’s remaining 40,000,000 Shares ( Tranche 2 Placement Shares ) and 100,000,000 Options ( Placement Options ) as the Company does not have sufficient placement capacity to issue these without shareholder approval.

The Company has engaged Australasian Capital Pty Limited (ACN 143 093 832; AFSL 384503) ( Adviser ) to manage the Placement. The Company has agreed to issue 10,000,000 Options ( Adviser Options ) to the Adviser which comprises part of their fee for its role in procuring investment under the Placement (refer to Resolution 4).

The Company intends to apply the funds raised from the Placement as follows:

Proposed use of funds	Amount ($)
Repaying existing creditors	$500,000
Expenditure on the development of the Company’s Lushoto Bauxite Project	$460,000
Costs in connection with the Transaction, including due diligence costs and payment of an exclusivity fee under the Option Agreement	$200,000
Costs of the Placement	$90,000
Working capital	$250,000

Note : The above table is a statement of current intentions as at the date of this Notice. Shareholders should note that, as with any budget, the allocation of funds set out in the above table may change depending on a number of factors including, but not limited to, the outcome of operational and development activities, as well as regulatory developments and economic conditions. In light of this, the Company reserves the right to alter the way the funds are applied.

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1.2 Transaction

On 6 August 2018, the Company also announced that it had signed an exclusive option agreement ( Option Agreement ) with Rift Valley Resource Developments Limited ( RVR ) to acquire up to a 75% interest in the Kagankunde Rare Earths Project in Malawi ( Transaction ).

The Company has agreed to issue up to 31,666,667 Shares ( Facilitation Shares ) and up to 31,666,667 Options ( Facilitation Options ) (exercisable at $0.02 on or before 31 December 2020) to Deep Blue Sea Limited as consideration for the introduction and facilitation of the Transaction in the following manner:

• (a) 6,666,667 Facilitation Shares issued to Deep Blue Sea Limited on 14 August 2018 (refer to Resolution 5);

• (b) issue 6,666,667 Facilitation Options on or around the date that the Placement Options are issued (refer to Resolution 6);

• (c) issue 8,333,333 Facilitation Shares and 8,333,333 Facilitation Options within 5 Business Days of the Company proceeding with the acquisition of the Stage 1 Interest under the Option Agreement (refer to Resolution 6); and

• (d) issue 16,666,667 Facilitation Shares and 8,333,333 Facilitation Options within 5 Business Days of the Company proceeding with the acquisition of the Stage 2 Interest under the Option Agreement (refer to Resolution 6).

1.3 Further approvals

ASX has determined that the Transaction requires Shareholder approval pursuant to ASX Listing Rule 11.1.2. The Company intends to seek this approval following successful completion of due diligence on the Transaction which is required to be satisfied by late November 2018. Further details of the Transaction will be included in a separate notice of meeting seeking that Shareholder approval at the appropriate time.

In the event any Facilitation Shares or Facilitation Options are not issued within 3 months of the date of the Meeting (or a longer period, if allowed by ASX) the Company intends to seek further Shareholder approval at an appropriate time in the future before they are issued.

2. Resolutions 1 and 2 – Ratification of Prior Issue of Tranche 1 Placement Shares under ASX Listing Rules 7.1 and 7.1A

2.1 Resolution 1 – ASX Listing Rules 7.1 and 7.4

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

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

By ratifying the issue the subject of Resolution 1, 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.

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2.2 Resolution 2 – ASX Listing Rules 7.1A and 7.4

ASX Listing Rule 7.1A provides that in addition to issues permitted without prior shareholder approval under ASX Listing Rule 7.1, an entity that is eligible and obtains shareholder approval under ASX Listing Rule 7.1A may issue or agree to issue during the period for which the approval is valid a number of quoted equity securities which represents 10% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period as adjusted in accordance with the formula in ASX Listing Rule 7.1.

Where an eligible entity obtains shareholder approval to increase its placement capacity under ASX Listing Rule 7.1A then any ordinary securities issued under that additional placement capacity:

• (a) will not be counted in variable “A” in the formula in ASX Listing Rule 7.1A; and

• (b) are counted in variable “E”,

until their issue has been ratified under ASX Listing Rule 7.4 (and provided that the previous issue did not breach ASX Listing Rule 7.1A) or 12 months has passed since their issue.

By ratifying the issue the subject of Resolution 2, the base figure (i.e. variable “A”) in which the Company’s 15% and 10% annual placement capacities are calculated will be a higher number which in turn will allow a proportionately higher number of securities to be issued without prior Shareholder approval.

2.3 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolutions 1 and 2:

• (a) 60,000,000 Tranche 1 Placement Shares were issued on the following basis:

• (i) 33,218,788 Tranche 1 Placement Shares were issued pursuant to ASX Listing Rule 7.1; and

• (ii) 26,781,212 Tranche 1 Placement Shares were issued pursuant to ASX Listing Rule 7.1A;

• (b) the Tranche 1 Placement Shares were issued at an issue price of $0.015 each;

• (c) the Tranche 1 Placement Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Tranche 1 Placement Shares were issued to clients of the Adviser. None of these subscribers are related parties of the Company; and

• (e) the funds raised from this issue of the Tranche 1 Placement Shares will be aggregated with the funds raised from the Tranche 2 Placement and applied in the manner set out in Section 1.1.

3. Resolution 3 – Approval to Issue Tranche 2 Placement Shares and Placement Options

3.1 General

Resolution 3 seeks Shareholder approval for the issue of up to 40,000,000 Trance 2 Placement Shares and up to 100,000,0000 Placement Options, being the securities the subject of the Tranche 2 Placement.

A summary of ASX Listing Rule 7.1 is set out in Section 2.1.

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The effect of Resolution 3 will be to allow the Company to issue the Tranche 2 Placement Shares and Placement Options during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

3.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 3:

• (a) the maximum number of Tranche 2 Placement Shares to be issued is 40,000,000 and the maximum number of Placement Options to be issued is 100,000,000;

• (b) the Tranche 2 Placement Shares and Placement Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Tranche 2 Placement Shares and Placement Options will occur on the same date;

• (c) the issue price will be $0.015 per Tranche 2 Placement Share and nil per Placement Option with the Placement Options being issued on the basis of 1 Option for every 1 Share subscribed for and issued under the Placement;

• (d) the Tranche 2 Placement Shares and Placement Options will be issued to clients of the Adviser. None of these subscribers are related parties of the Company;

• (e) the Tranche 2 Placement Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. The Placement Options will be issued on the terms and conditions set out in Schedule 1; and

• (f) the funds raised from the issue of the Tranche 2 Placement Shares will be aggregated with the funds raised from the Tranche 1 Placement and applied in the manner set out in Section 1.1. No funds will be raised from the issue of Placement Options as they are being issued for nil cash consideration.

4. Resolution 4 – Approval to Issue Adviser Options

4.1 General

Resolution 4 seeks Shareholder approval for the issue of up to 10,000,000 Adviser Options to the Adviser (or its nominees) in part consideration for services provided to the Company in connection with the Placement.

A summary of ASX Listing Rule 7.1 is set out in Section 2.1.

The effect of Resolution 4 will be to allow the Company to issue the Adviser Options during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

4.2

Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 4:

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

• (b) the Adviser Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Options will occur on the same date;

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• (c) the Adviser Options will be issued for nil cash consideration in part satisfaction of their fee for its role in procuring investment under the Placement

• (d) the Adviser Options will be issued to the Adviser (or its nominees). None of these subscribers are related parties of the Company;

• (e) the Adviser Options will be issued on the terms and conditions set out in Schedule 1; and

• (f) no funds will be raised from the issue of Adviser Options as they are being issued in consideration for services provided to the Company in relation to the Placement.

5. Resolution 5 – Ratification of Prior Issue of Facilitation Shares under ASX Listing Rule 7.1

5.1 General

On 14 August 2018, the Company issued 6,666,667 Facilitation Shares to Deep Blue Sea Limited, using its placement capacity under ASX Listing Rule 7.1, as part consideration for the introduction and facilitation of the Transaction.

Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Facilitation Shares.

A summary of ASX Listing Rules 7.1 and 7.4 is set out in Section 2.1.

By ratifying the issue the subject of Resolution 5, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

5.2

Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 5:

• (a) 6,666,667 Facilitation Shares were issued pursuant to ASX Listing Rule 7.1;

• (b) the Facilitation Shares were issued for nil cash consideration in part satisfaction of the fees agreed to be paid to Deep Blue Sea Limited for its role in introducing and facilitating the Transaction;

• (c) the Facilitation Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Facilitation Shares were issued to Deep Blue Sea Limited, who is not a related party of the Company; and

• (e) no funds were raised from the issue as the Facilitation Shares were issued for nil cash consideration.

6. Resolution 6 – Approval to Issue Facilitation Shares and Facilitation Options

6.1 General

Resolution 6 seeks Shareholder approval for the issue of up to 25,000,000 Facilitation Shares and up to 31,666,667 Facilitation Options.

A summary of ASX Listing Rule 7.1 is set out in Section 2.1.

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The effect of Resolution 6 will be to allow the Company to issue the Facilitation Shares and Facilitation Options the subject of this Resolution 6 during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

6.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 6:

• (a) the maximum number of Facilitation Shares to be issued is 25,000,000 and the maximum number of Facilitation Options to be issued is 31,666,667;

• (b) the Facilitation Shares and Facilitation Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Facilitation Shares and Facilitation Options will occur as follows:

• (i) 6,666,667 Facilitation Options will be issued on or around the date that the Placement Options are issued (the subject of Resolution 3);

• (ii) 8,333,333 Facilitation Shares and 8,333,333 Facilitation Options will be issued within 5 Business Days of the Company proceeding with the acquisition of the Stage 1 Interest under the Options Agreement; and

• (iii) 16,666,667 Facilitation Shares and 8,333,333 Facilitation Options will be issued within 5 Business Days of the Company proceeding with the acquisition of the Stage 2 Interest under the Option Agreement.

In the event any Facilitation Shares or Facilitation Options are not issued within 3 months of the date of the Meeting (or a longer period, if allowed by ASX) the Company intends to seek further Shareholder approval at an appropriate time in the future before they are issued.

• (c) the Facilitation Shares and Facilitation Options will be issued for nil cash consideration in part satisfaction of the fees agreed to be paid to Deep Blue Sea Limited for its role in introducing and facilitating the Transaction;

• (d) the Facilitation Shares and Facilitation Options will be issued to Deep Blue Sea Limited, who is not a related party of the Company;

• (e) the Facilitation Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. The Facilitation Options will be issued on the terms and conditions set out in Schedule 1; and

• (f) no funds will be raised from the issue of the Facilitation Shares and Facilitation Options as they are being issued for nil cash consideration.

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Glossary

$ means Australian dollars.

Adviser means Australasian Capital Pty Limited (ACN 143 093 832; AFSL 384503).

Adviser Options means the Options proposed to be issued to the Adviser as part of their fee for its role in procuring investment under the Placement, the issue of which is the subject of Resolution 4, and with the terms and conditions set out in Schedule 1.

ASIC means the Australian Securities & Investments Commission.

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

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

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

Chair means the chair of the Meeting.

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

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Deep Blue Sea Limited means Deep Blue Sea Limited (registration number 75284).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Facilitation Options means the Options proposed to be issued to Deep Blue Sea Limited (or its nominees) for facilitation services provided in connection with the Transaction, the issue of which is the subject of Resolution 6, and with the terms and conditions set out in Schedule 1.

Facilitation Shares means the Shares issued, and proposed to be issued, to Deep Blue Sea Limited (or it nominees) for facilitation services provided in connection with the Transaction, the subject of Resolutions 5 and 6.

Meeting means the meeting convened by the Notice.

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

Option means an option to acquire a Share (and includes a Placement Option, Adviser Option and Facilitation Options, as the context requires) with the terms and conditions set out in Schedule 1.

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

Optionholder means a holder of an Option.

Placement means the placement of securities described in Section 1.1, comprising the Tranche 1 Placement and the Tranche 2 Placement (as announced to ASX on 6 August 2018).

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Placement Options means the Options proposed to be issued under the Placement, the issue of which is the subject of Resolution 3, and with the terms and conditions set out in Schedule 1.

Proxy Form means the proxy form accompanying the Notice.

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

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

Tranche 1 Placement means the issue of 60,000,000 Shares on 14 August 2018 at an issue price of $0.015 each to raise $900,000 (before costs), as described in Section 1.1.

Tranche 2 Placement means the proposed issue of 40,000,000 Shares at an issue price of $0.015 each to raise $600,000 (before costs) and 100,000,000 Options, being the balance of the securities to be issued under the Placement, as described in Section 1.1.

Tranche 1 Placement Shares means the Shares issued under the Tranche 1 Placement, the subject of Resolutions 1 and 2.

Tranche 2 Placement Shares means the Shares issued under the Tranche 2 Placement, the subject of Resolution 3.

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

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

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Schedule 1 – Terms and conditions of Options

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

• (a) Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

• (b) Each Option has an exercise price of $0.02 ( Exercise Price ) and the expiry date is 31 December 2020 ( Expiry Date ).

• (c) The Options are exercisable at any time after grand and on or prior to the Expiry Date.

• (d) The Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised. Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

• (e) Shares issued on exercise of the Options rank equally with the then Shares of the Company.

• (f) Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

• (g) There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Option. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least ten Business Days after the issue is announced. This will give the holders of Options the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

• (h) If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

• (i) The number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and

• (ii) No change will be made to the Exercise Price.

• (i) If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of the Exercise Price of an Option.

(j) If there is any reconstruction of the issued share capital of the Company, the rights of the Optionholders may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

• (k) No application for quotation of the Options will be made by the Company.

• (l) The Options are transferable provided that the transfer of the Options complies with section 707(3) of the Corporations Act.

• (m) Cheques shall be in Australian currency made payable to the Company and crossed “Not Negotiable”. The application for shares on exercise of the Options with the appropriate remittance should be lodged at the Company’s share registry.

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GM Registration Card

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Vote by Proxy: LIN

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Complete the form overleaf in accordance with the instructions set out below.

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https://automic.com.au/

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