a5744716ex10_2.htm


    EXHIBIT
10.2

    


    AGENCY
AGREEMENT

     

    June 3,
2008

     

    Legend
International Holdings, Inc.

    Level 8,
580 St. Kilda Road

    Melbourne
VIC 3004 Australia

    


    Attention:  Mr. Joseph Gutnick,
President, Chief Executive Officer and Director

     

    Dear
Joseph:

     

    BMO
Nesbitt Burns Inc. (“BMO”), Wellington West Capital Markets Inc. and BBY Ltd.
(together, the “Agents”) understand that Legend International Holdings, Inc.
(“Legend” or the “Company”) proposes to issue up to 42,000,000 shares of common
stock (the “Common Shares”), at a price of U.S. $2.50 (the “Offering Price”) per
Common Share.

     

    Subject to
the terms and conditions hereof, the Agents agree to act and the Company by this
agreement appoints the Agents, as exclusive Agents of the Company to solicit, on
a best efforts basis, offers to purchase the Common Shares.  It is
understood and agreed that the Agents are under no obligation to purchase as
principal any Common Shares offered hereunder.

     

    The
following are the terms and conditions of the agreement between the Company and
the Agents:

     

    Section
1. Definitions
and Interpretation

     

    A. In this
agreement:

     

    “Accredited
Investor” means an “accredited investor,” as defined in Rule 501(a) of
Regulation D under the U.S. Securities Act;

     

    “Agency”
means any domestic or foreign court, tribunal, federal, state, provincial or
local government or governmental agency or authority or other regulatory
authority or administrative agency or commission or any elected or appointed
public official;

     

    “Agents’
Commission” has the meaning given to that term in Section 1.B;

     

    “Agents”
has the meaning given to that term in the first paragraph of this
agreement;

     

    “Applicable
Securities Laws” means all applicable securities laws and rules, regulations,
notices, orders and policies applicable in the Jurisdictions;

     

    “business
day” means any day other than a Saturday, Sunday or statutory or civic holiday
in the City of Toronto, Ontario;

     

    “Broker
Warrants” has the meaning given to it in Section 1.B;

     

    
      
        
        

      

      
        B-7

        
          

        

      

      
        
        

      

    

     

    “Canadian
Securities Laws” means, collectively, all applicable securities laws of each of
the provinces of Canada and the respective rules and regulations under such laws
together with applicable published policy statements, blanket orders and rulings
of the Securities Commissions and all discretionary orders or rulings, if any,
of the Securities Commissions made in connection with the transactions
contemplated by this agreement;

     

    “Closing
Date” means June 3, 2008 or any other later date agreed upon by the Company and
the Agents;

     

    “Company”
has the meaning given to that term in the first paragraph of this
agreement;

     

    “Common
Shares” has the meaning given to that term in the first paragraph of this
agreement;

     

    “Contract”
means, with respect to a Person, any contract, instrument, permit, concession,
franchise, licence, loan or credit agreement, note, bond, mortgage, indenture,
lease or other property agreement, partnership or joint venture agreement or
other legally binding agreement, arrangement or understanding, whether written
or oral, to which the person is a party or by which the person or its property
and assets is bound or affected;

     

    “Documents”
has the meaning given to it in Section 6(4);

     

    “Employee”
means a director, officer or employee of the Company or any Subsidiary of the
Company or a Person providing services to the Company or any Subsidiary of the
Company;

     

    “Engagement
Letter” means the letter signed by the Company inviting the Agents to act as
exclusive Agents for the Offering;

     

    “Environmental
Laws” means, with respect to the Company and its Subsidiaries, all applicable
Laws aimed at development, reclamation or restoration of the Mineral Projects;
abatement of pollution; protection of the environment; protection of wildlife,
including endangered species; ensuring public safety from environmental hazards;
management, storage or control of hazardous materials and substances; releases
or threatened releases of pollutants, contaminants, chemicals or industrial,
toxic or hazardous substances as wastes into the environment, including ambient
air, surface water and groundwater; and all other applicable Laws relating to
the manufacturing, processing, distribution, use, treatment, storage, disposal,
handling or transport of pollutants, contaminants, chemicals or industrial,
toxic or hazardous substances or wastes;

     

    “Environmental
Liabilities” means, with respect to the Company and its Subsidiaries, any and
all claims, actions, causes of action, damages, losses, liabilities,
obligations, penalties, judgments, amounts paid in settlement, assessments,
costs, disbursements, or expenses (including attorney’s fees and costs, experts’
fees and costs, and consultants’ fees and costs) of any kind or of any nature
whatsoever that are asserted by any entity (including any Agency), alleging
liability (including liability for studies, testing or investigatory costs,
cleanup costs, response costs, removal costs, remediation costs, containment
costs, restoration costs, corrective action costs, closure costs, reclamation
costs, property damages, business losses, personal injuries, penalties or fines)
arising out of, based on or resulting from (a) the presence, release, threatened
release, discharge or emission into the environment of any hazardous materials
or substances existing or arising on, beneath or above the Mineral Projects
and/or emanating or migrating and/or threatening to emanate or migrate from the
Mineral Projects to off-site properties, (b) physical disturbance of the
environment, or (c) the violation or alleged violation of any Environmental
Laws;

     

    
      
        
        

      

      
        B-8

        
          

        

      

      
        
        

      

    

     

    “GAAP”
means United States generally accepted accounting principles;

     

    “Gutnick
Group” has the meaning given to that term in Section 1.F of this
agreement;

     

    “Hazardous
Substance” means any and all dangerous substances, hazardous substances, toxic
substances, hazardous wastes, special wastes, controlled wastes, oils, petroleum
products and hazardous chemicals (including without limitation any solid,
liquid, gas, odour, heat, sound, radiation and vibration) which may be harmful
to human health or the environment and which are or may be at any time regulated
or controlled under Environmental Laws;

     

    “Indemnified
Party” has the meaning given to that term in Section 13.A of this
agreement;

     

    “Investment
Company Act” has the meaning given to that term in Section 8.X of this
agreement;

     

    “Jurisdictions”
has the meaning given to that term in Section 1.A of this
agreement;

     

    “Laws”
means all laws, statutes, by-laws, rules, regulations, orders, decrees,
ordinances, protocols, codes, guidelines, policies, notices, directions and
judgments or other requirements of any Agency applicable to the Company, a
Subsidiary or the Mineral Projects;

     

    “Lien”
means any mortgage, charge, pledge, hypothecation, security interest,
assignment, lien (statutory or otherwise), charge, title retention agreement or
arrangement, restrictive covenant or other encumbrance of any nature, or any
other arrangement or condition which, in substance, secures payment or
performance of an obligation;

     

    “Lock-Up
Agreement” has the meaning given to that term in Section 1.F of this
agreement;

     

    “Materially
Adverse” means a fact, circumstance, change, effect, occurrence, event or term
that is or could reasonably be expected to (a) materially and adversely affect
the financial condition, profitability, business, assets (including the Mineral
Projects), capital or prospects of the Company and its Subsidiaries, taken as a
whole, or (b) prevent the Company from performing its obligations under this
agreement or consummating the transactions contemplated herein;

     

    “Mineral
Projects” means the mineral exploration projects described in Appendix “C”
hereto;

     

    “Mining
Rights” has the meaning given in Section 8.M(2);

     

    “Offering”
means the offering of the Common Shares as set out in this agreement and in the
Subscription Agreements;

     

    
      
        
        

      

      
        B-9

        
          

        

      

      
        
        

      

    

     

    “Offering
Price” has the meaning given to that term in the first paragraph of this
agreement;

     

    “Options”
means all options, warrants, puts, calls, rights, commitments, agreements,
arrangements or undertakings of any kind to which the Company is a party or by
which the Company is bound relating to the issued or unissued capital stock of
the Company, or obligating the Company to issue, transfer, grant, sell or pay
for or repurchase any shares of capital stock or other equity interests in, or
securities convertible or exchangeable for any capital stock or other equity
interests in, the Company or obligating the Company to issue, grant, extend or
enter into any such options, warrants, puts, calls, rights, commitments,
agreements, arrangements or undertakings;

     

    “Permit”
means all certificates, franchises, licences, permits, grants, easements,
covenants, certificates, orders, authorizations and approvals issued or granted
by Agencies or third parties to the Company, including pursuant to any
Environmental Laws, necessary for the Company and/or its Subsidiaries to conduct
its business in relation to the Mineral Projects as presently
conducted;

     

    “Person”
means and includes any individual, sole proprietorship, partnership, joint
venture, unincorporated association, unincorporated syndicate, unincorporated
organization, trust, body corporate, a trustee, executor, administrator or other
legal representative and any governmental agency or instrumentality
thereof;

     

    “PKF”
means PKF Certified Public Accountants, a Professional Corporation;

     

    “Purchasers”
means the persons who, as purchasers or beneficial purchasers, acquire Common
Shares by duly completing, executing and delivering Subscription Agreements and
any other required documentation and permitted assignees or transferees of such
persons from time to time;

     

    “Registration
Rights Agreement” has the meaning given that term in Section 1.H of this
Agreement;

     

    “Regulation
“D” has the meaning given to that term in Appendix “A” to this
agreement;

     

    “Regulation
“S” has the meaning given to that term in Appendix “A” to this
agreement;

     

    “SEC” has
the meaning given to that term in Section 8.V to this Agreement;

     

    “SEC
Reports” has the meaning given to that term in Section 8.V to this
Agreement;

     

    “Securities
Commissions” means collectively, the applicable securities commission or
securities regulatory authority in each of the Jurisdictions;

     

    “Subscription
Agreements” means the subscription agreements (including the schedules attached
thereto) to be entered into between the Purchasers and the Company;

     

    “Subsidiary”
or “Subsidiaries” means the entities list on Schedule 8.B hereto;

     

    
      
        
        

      

      
        B-10

        
          

        

      

      
        
        

      

    

     

    “Tax
Returns” means all returns, reports and forms (including schedules thereto)
required to be filed by the Company or any Subsidiary with any Agency of any
jurisdiction responsible for the imposition or collection of Taxes;

     

    “Taxes”
means all income taxes (including any tax on or based upon net income, gross
income, income as specially defined, earnings profits or selected items of
income, earnings or profits) and all capital taxes, gross receipts taxes,
environmental taxes, sales taxes, use taxes, ad valorem taxes, value added
taxes, transfer taxes, franchise taxes, license taxes, withholding taxes or
other withholding obligations, payroll taxes, employment taxes, pension plan
premiums, excise, severance, social security premiums, workers’ compensation
premiums, unemployment insurance or compensation premiums, stamp taxes,
occupation taxes, premium taxes, property taxes, windfall profits taxes,
alternative or add on minimum taxes, goods and services tax, customs duties or
other taxes of any kind whatsoever, together with any interest and any penalties
or additional amounts (including all duties and rents) imposed by any taxing
authority (domestic or foreign) on the Company or any Subsidiary or for which
the Company or any Subsidiary is responsible, and any interest, penalties,
additional taxes, additions to tax or other amounts imposed with respect to the
foregoing;

     

    “Time of
Closing” means 12:00 p.m. (Toronto time) on the Closing Date;

     

    “U.S.
Exchange Act” has the meaning given to that term in Section 8.V of this
Agreement;

     

    “U.S.
Securities Act” means the United States Securities Act of 1933, as amended;
and

     

    “United
States” means the United States of America, its territories and possessions, any
state of the United States and the District of Columbia;

     

    B. The
division of this agreement into sections, subsections, paragraphs and other
subdivisions and the insertion of headings are for convenience of reference only
and shall not affect the construction or interpretation of this
agreement.  Unless something in the subject matter or context is
inconsistent therewith, references herein to sections, subsections, paragraphs
and other subdivisions are to sections, subsections, paragraphs and other
subdivisions of this agreement.

     

    C. Unless
otherwise specified, all amounts expressed herein in terms of money refer to
lawful currency of the United States and all payments to be made hereunder shall
be made in such currency.

     

    D. When used
in this agreement, “knowledge” means the knowledge of the Company’s board of
directors after due and reasonable inquiries.

     

    E. Unless
otherwise specified, all defined terms may be used in the singular or the
plural.  When used in the singular preceded by “a”, “an”, or “any”,
such term shall be taken to indicate one or more members of the relevant
class.  When used in the plural, such term shall be taken to indicate
all members of the relevant class.  The words “include,” “includes”
and “including” shall be deemed to be followed by the phrase “without
limitation.”

     

    
      
        
        

      

      
        B-11

        
          

        

      

      
        
        

      

    

     

    Section
2. The
Offering

     

    A. The Agents
may offer for sale, and seek Purchasers for, Common Shares in each province of
Canada and in the United States, and jurisdictions outside the United States and
Canada provided that no prospectus filing, offering memorandum, registration
requirement or comparable obligation arises in such jurisdictions as a result of
such offer for sale (collectively, the “Jurisdictions”). The offering and sale
of the Common Shares hereunder shall be conducted in accordance with all
Applicable Securities Laws and in such a manner so as not to require
registration or authorization thereof or filing or approval of a prospectus,
offering memorandum or similar document with respect thereto under such
Laws.

     

    B. The
Company agrees to pay to the Agents a cash commission (the “Agents’ Commission”)
equal to 5% of the gross proceeds of the Offering.  In addition, the
Agents will receive on closing of the Offering broker warrants exercisable for
an amount of Common Shares equal to 2% of the total Common Shares sold under the
Offering (the “Broker Warrants”). Such Broker Warrants shall be exercisable for
a period of 24 months after the Closing Date. The Agents’ Commission is payable,
in consideration of the services to be rendered by the Agents in connection with
the Offering. The Broker Warrants will be delivered by the Company at the Time
of Closing and the Agents’ Commission will be paid by the Company to the Agents
at the Time of Closing on the Closing Date by the Agents withholding the Agents’
Commission from the gross proceeds of the Offering completed on the Closing
Date.

     

    Section
3. Due
Diligence

     

    During the
period prior to the Time of Closing on the Closing Date, the Agents shall have
the right to conduct a due diligence investigation of the Company and the
Mineral Projects. The Company will make available to the Agents and their legal
counsel, on a timely basis, all corporate and operating records, material
contracts, reserve reports, technical reports, financial information, budgets,
and other relevant information necessary and available in order to complete the
due diligence investigation of the business, properties and affairs of the
Company.  The Company will also make available its respective
directors, officers, employees and legal and accounting advisers. The Company
agrees that during the term of this agreement, the Agents will be informed of
all material business and financial developments affecting the Company and the
Mineral Projects, whether or not requested by the Agents or its legal
counsel.  The Agents will rely on information prepared or supplied by
the Company or other sources believed by the Agents to be reliable and will
apply reasonable standards of diligence to any such work.  The Agents
are entitled to rely on and assume no obligation to verify the accuracy or
completeness of such information and under no circumstances will be liable to
the Company or its security holders for any damages arising out of the
inaccuracy or incompleteness of such information except as required by
Law.

     

    Section
4. United
States Offering Restrictions

     

    In
connection with the offer and sale of the Common Shares in the United
States:

     

    (1) the
Company makes the representations, warranties and covenants applicable to it
contained in Appendix “A” attached hereto, which representations, warranties and
covenants shall be deemed to be a part of this agreement;

     

    
      
        
        

      

      
        B-12

        
          

        

      

      
        
        

      

    

     

    (2) the Agents
make the representations, warranties and covenants applicable to it contained in
Appendix “A” attached hereto, which representations, warranties and covenants
shall be deemed to be a part of this agreement; and

     

    (3) the
Company and the Agents agree that the Common Shares will not be offered or sold
in the United States or to, or for the account of, U.S. Persons (as defined in
Appendix “A” hereto) except to Accredited Investors (as defined in Appendix “A”
hereto) pursuant to the exemption from the registration requirements contained
in Rule 506 of Regulation D under the U.S. Securities Act.

     

    Section
5. Canadian
Offering Restrictions

     

    In
connection with the offer and sale of the Common Shares to purchasers resident
in Canada:

     

    (1) the
Company makes the representations, warranties and covenants applicable to it in
Appendix “D” attached hereto, which representations, warranties and covenants
shall be deemed to be part of this agreement; and

     

    (2) the Agents
make the representations, warranties and covenants applicable to them in
Appendix “D” attached hereto, which representations, warranties and covenants
shall be deemed to be part of this agreement.

     

    Section
6. Conditions
of Closing

     

    The
obligations of the Agents under this agreement, and of Purchasers under the
Subscription Agreements, are subject to the accuracy, in all material respects,
of the representations and warranties of the Company contained in this agreement
as of the date of this agreement and as of the Time of Closing on the Closing
Date, the performance of the Company of its obligations under this agreement and
to the satisfaction of each of the following conditions:

     

    A. United
States Legal Opinion.  The Agents receiving at the Time of Closing on
the Closing Date legal opinions addressed to the Agents, in form and substance
acceptable to the Agents and its counsel, acting reasonably, by Phillips Nizer
LLP, United States counsel to the Company (who may rely, to the extent
appropriate in the circumstances, on the opinions of local counsel acceptable to
counsel to the Company and counsel to the Agents as to matters governed by the
laws of local jurisdictions and on certificates of officers of the Company)
that:

     

    (1) each of
this Agreement and the Registration Rights Agreement constitute a legal, valid
and binding obligation of, and is enforceable against, the Company in accordance
with its terms (subject to bankruptcy, insolvency, or other laws affecting the
rights of creditors generally, general equitable principles including the
availability of equitable remedies and the qualification that no opinion need be
expressed as to rights to indemnity or contribution);

     

    (2) the
issuance and sale of the Common Shares pursuant to the terms of this agreement
being exempt from the registration requirements of the U.S. Securities
Act;

     

    
      
        
        

      

      
        B-13

        
          

        

      

      
        
        

      

    

     

    (3) the
Company being a company validly existing under the laws of the State of
Delaware;

     

    (4) the
Company having the corporate power and capacity to execute and deliver this
agreement and the Registration Rights Agreement (collectively, this agreement
and the Registration Rights Agreement constitute the “Documents”), to perform
its obligations under the Documents and to create and issue the Common
Shares;

     

    (5) as to the
authorized capital of the Company;

     

    (6) the
execution and delivery of the Documents and the performance of the transactions
contemplated thereby (including the creation, issuance and sale of the Common
Shares) do not and will not result in a breach of, and do not create a state of
facts which, after notice or lapse of time or both, will result in a breach of
and do not and will not conflict with, any of the terms, conditions or
provisions of the constitutional documents of the Company;

     

    (7) all
necessary corporate action having been taken by the Company to authorize the
execution and delivery by it of each of the Documents and the performance of its
obligations thereunder;

     

    (8) all
necessary corporate action having been taken by the Company to authorize the
creation, issue and sale of the Common Shares;

     

    (9) the Common
Shares have been validly issued by the Company and, upon the Company receiving
payment of the offering price therefor, the Common Shares will be validly
created and validly issued and outstanding as fully paid and non-assessable
Common Shares; and

     

    (10) such other
matters as the Agents may reasonably request in connection with the
Offering.

     

    B. Australian
Title Opinion.  The Agents receiving at the Time of Closing on the
Closing Date, a favorable legal opinion on title to the Mineral Projects from
Australian legal counsel in form and substance  acceptable in all
reasonable respects to the Agents and its counsel.

     

    C. Subscription
Agreements. The Subscription Agreements and the certificates representing the
Common Shares, shall have been executed or endorsed, as applicable, and
delivered by the parties in form and substance satisfactory to the Agents and
their counsel, acting reasonably.

     

    D. Bring Down
Certificate. The Company delivering to the Agents, at the Time of Closing on the
Closing Date, a certificate dated the Closing Date addressed to the Agents and
signed by the chief executive officer and chief financial officer (or persons
acting in a similar capacity) of the Company, in a form satisfactory to the
Agents and their counsel, acting reasonably, certifying, to the best of the
knowledge, information and belief of such officers after due inquiry, on behalf
of the Company and not in their personal capacities that:

     

    
      
        
        

      

      
        B-14

        
          

        

      

      
        
        

      

    

     

    (1) the
Company has complied with all the covenants and satisfied all the terms and
conditions of this agreement to be complied with and satisfied at or prior to
the Time of Closing on the Closing Date; and

     

    (2) the
representations and warranties of the Company contained in this agreement are
true and correct, as at the Time of Closing on the Closing Date, with the same
force and effect as if made on and as at the Time of Closing on the Closing
Date, after giving effect to the transactions contemplated by this
agreement.

     

    E. Secretary
Certificate. The Company delivering to the Agents, at the Time of Closing on the
Closing Date, a certificate dated the Closing Date addressed to the Agents and
signed by the corporate secretary of the Company, in a form satisfactory to the
Agents and their counsel, acting reasonably, with respect to the constitutional
documents of the Company, all resolutions of the Company’s board of directors
relating to the Offering, the incumbency and specimen signatures of signing
officers and such other matters as the Agents may reasonably
request.

     

    F. Lock-Up.  Each
of Joseph Gutnick, Renika Pty Ltd, Chabad House of Caulfield Pty Ltd and any
entities that are “affiliates” (as such term is defined under the U.S.
Securities Act) of Joseph Gutnick, Renika Pty Ltd or Chabad House of Caulfield
Pty Ltd which hold securities of the Company (collectively, the “Gutnick Group”)
agreeing to a prohibition on the sale of Common Shares of the Company by
executing and delivering the agreement set forth on Appendix “B” (such
agreement, a “Lock-Up Agreement”). 

     

    G. Regulatory
Approvals. Prior to the Closing Date, the Company having obtained all necessary
approvals of any regulatory authority required in connection with the
Offering.

     

    H. Registration
Rights Agreement.  The Registration Rights Agreement between the
Company and the Agents dated of even date herewith (the “Registration Rights
Agreement”) shall have been executed.

     

    Section
7. Representations
and Warranties of the Agents

     

    Each of
the Agents hereby represents and warrants to the Company as of the date hereof
and as of the Time of Closing on the Closing, intending that the same may be
relied upon by the Company that:

     

    (1) it is a
valid and subsisting corporation under the law of the jurisdiction in which it
was incorporated and has good and sufficient power and authority to enter into
this Agreement and complete the transactions under this Agreement on the terms
and conditions set forth herein;

     

    (2) it is a
broker or dealer properly registered under the Applicable Securities Laws where
the nature of its business requires such registration; and

     

    (3) its
warranties and representations in this section are true and correct and will
remain so as of the Closing Date.

     

    Section
8. Representations
and Warranties of the Company

     

    
      
        
        

      

      
        B-15

        
          

        

      

      
        
        

      

    

     

    The
Company hereby represents and warrants to the Agents as of the date hereof and
as of the Time of Closing on the Closing Date, intending that the same may be
relied upon by the Agents that:

     

    A. Organization,
Standing and Corporate Power

     

    (1) Each of
the Company and its Subsidiaries is a company or corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction in
which it is organized and has the requisite power and authority to own its
assets and conduct its business as currently owned and conducted.

     

    (2) Each of
the Company and its Subsidiaries is duly qualified or licensed to do business
and is in good standing in each jurisdiction in which the nature of its business
or the ownership or leasing of its property and assets makes such qualification
or licensing necessary.

     

    (3) The
Company has made available for review by the Agents complete and correct copies
of its constitutional documents and those of its Subsidiaries, in each case
together with amendments (if any) up to the date of this agreement.

     

    (4) Neither
the Company nor its Subsidiaries are in violation of any provision of its
constitutional documents.

     

    B. The
Subsidiaries

     

    (1) Schedule
8.B lists each Subsidiary and the ownership or interest therein of the
Company.

     

    (2) All the
outstanding shares in the capital of the Subsidiaries have been validly issued
and are fully paid and non-assessable and are directly or indirectly owned by
the Company free and clear of all Liens and no person has any option or right to
acquire any of them.

     

    (3) Except for
the shares of the Subsidiaries, the Company does not own, directly or
indirectly, any capital stock or other ownership interest in any Person, except
for one share in AXIS Consultants Pty Ltd.

     

    C. The
Company’s Capital and Options

     

    (1) The
maximum number of shares that the Company is authorized to issue and the number
of issued shares of the Company is as set out in Schedule 8.C(1).

     

    (2) The
outstanding Common Shares have been duly authorized, validly issued and are
outstanding as fully paid and non-assessable.

     

    (3) Except as
set forth in Schedule 8.C(1), there are no shares or other voting securities of
the Company issued, reserved for issuance or outstanding.

     

    (4) There are
no bonds, debentures, notes or other indebtedness of the Company having the
right to vote (or convertible into, or exchangeable for, securities having the
right to vote) on any matters on which shareholders of the Company are entitled
to vote.

     

    
      
        
        

      

      
        B-16

        
          

        

      

      
        
        

      

    

     

    (5) Except as
set forth in Schedule 8.C(5) neither the Company nor its Subsidiaries has any
outstanding Options.

     

    (6) Schedule
8.C(5) sets out the names of all the Company’s holders of Options, the number of
the Company’s Options held by them and the exercise price and vesting schedule
of the Company’s Options held by them.

     

    (7) There are
no outstanding contractual obligations or other requirements of the Company
or  the Subsidiaries to repurchase, redeem or otherwise acquire any
shares of the Company or any of its Subsidiaries, or provide funds to or make
any investment (in the form of a loan, capital contribution or otherwise) in,
any Subsidiaries or any other person.

     

    (8) There are
no stock appreciation rights, phantom equity or similar rights, agreements,
arrangements or commitments based upon the book value, income or any other
attribute of the Company or the Subsidiaries.

     

    D. Authority;
Non-Contravention

     

    (1) The
Company has all requisite corporate power and corporate authority to undertake
the Offering and to carry out all its obligations and transactions contemplated
in connection with the Offering, including entering into, executing and
delivering the Documents and carrying out its obligations
thereunder.

     

    (2) The
execution and delivery of the Documents by the Company and the performance by
the Company of its obligations under the Documents, have been duly authorized by
all necessary corporate action on the part of the Company including its current
holders of outstanding Common Shares.  No other corporate proceedings
on the part of the Company or its Subsidiaries are necessary in connection
therewith.

     

    (3) This
agreement has been duly executed and delivered by the Company and constitutes a
valid and binding obligation of the Company, enforceable by the Agents against
the Company in accordance with its terms, subject to the availability of
equitable remedies and the enforcement of creditors’ rights
generally.

     

    (4) The
execution and delivery of this agreement does not, and compliance with the
provisions of this agreement and the Subscription Agreements and the
Registration Rights Agreement will not, conflict with, or result in any
violation of, or default (with or without notice or lapse of time, or both)
under, or give rise to a right of consent, termination, purchase, cancellation
or acceleration of any obligation or to loss of any property, rights or benefits
under, or result in the imposition of any additional obligation under, or result
in the creation of any Lien upon any of the properties or assets of the Company
or a Subsidiary under:

     

    a. the
constitutional documents of the Company or its Subsidiaries;

     

    b. any
contracts of the Company or its Subsidiaries; or

     

    
      
        
        

      

      
        B-17

        
          

        

      

      
        
        

      

    

     

    c. subject to
reports of trades to be filed under Applicable Securities Laws, any Law
applicable to the Company or its Subsidiaries or their respective property and
assets.

     

    (5) The
entering into and the performance of the transactions contemplated
herein:

     

    a. do not
require any consent, approval, authorization or order of any court or
Agency;

     

    b. will not
contravene any Law which is binding on the Company or its Subsidiaries;
and

     

    c. will not
result in the breach of, or be in conflict with, or constitute a default under,
or create a state of facts which, after notice or lapse of time, or both, would
constitute a default under any term or provision of the constitutional
documents, by-laws or resolutions of the Company or any mortgage, note,
indenture, contract or agreement (written or oral), instrument, lease or other
document to which the Company or its Subsidiaries is a party, or any judgment,
decree or order or any term or provision thereof, which breach, conflict or
default would be Materially Adverse;

     

    d. all
Permits that have been issued to the Company or any Subsidiary are validly held
by the Company or its Subsidiaries, and the Company and its Subsidiaries have
complied in all respects with all terms and conditions thereof;

     

    e. all
Permits that have been issued to the Company or any Subsidiary
will  not be subject to suspension, modification, revocation or
non-renewal as a result of the execution and delivery of this agreement or the
consummation of the transactions contemplated herein;

     

    f. with
respect to all Permits that have been issued to the Company or any Subsidiary,
neither the Company nor its Subsidiaries have received any written notice,
notice of violation or probable violation, notice of revocation or other written
communication from or on behalf of any Agency, alleging

     

    (i) any
violation of such Permit, or

     

    (ii) that the
Company or its Subsidiaries require any additional amendments or modifications
to such Permit; and

     

    g. with
respect to any Permit not currently issued to the Company, to the knowledge of
the Company, the Company has no reason to believe that any such Permit will not
be issued in the ordinary course and the Company has not received and
communication or correspondence from any Agency that it will not issue any such
permit to the Company or a Subsidiary.

     

    
      
        
        

      

      
        B-18

        
          

        

      

      
        
        

      

    

     

    E. Creation
of Common Shares

     

    All
necessary corporate action has been taken to authorize the creation, issue and
sale of, and the delivery of certificates representing, the Common Shares, upon
payment of the requisite consideration therefore, will be validly issued as
fully paid and non-assessable Common Shares.

     

    F. Undisclosed
Liabilities

     

    The
Company does not have any liabilities or obligations of any nature, whether
known or unknown, absolute, accrued, contingent or otherwise and whether due or
to become due, that, individually or in the aggregate, have been or would
reasonably be expected to be Materially Adverse.

     

    G. Absence of
Certain Changes or Events

     

    (1) To the
knowledge of the Company after due inquiry, other than the transactions
contemplated herein, since March 31, 2008, the Company has conducted, and caused
its Subsidiaries to conduct, its business only in the ordinary course
and:

     

    a. there has
not been any event, change, effect or development (including any decision to
implement such a change made by the board of directors of the Company or its
Subsidiaries in respect of which senior management believes that confirmation of
the board of directors is probable), which, individually or in the aggregate,
has been, or would reasonably be expected to be, Materially
Adverse;

     

    b. there has
not been any declaration, setting aside or payment of any dividend or other
distribution (whether in cash, stock or property) with respect to any of the
Company’s Common Shares;

     

    c. neither
the Company nor its Subsidiaries has engaged in any action which, if done after
the date of this agreement, would violate this Section 8; and

     

    d. no
liability or obligation of any nature (whether absolute, accrued, contingent or
otherwise) that is Materially Adverse, has been incurred, other than in the
ordinary course of business consistent with past practice.

     

    H. Taxes

     

    All Taxes
due and payable or required to be collected or withheld and remitted, by the
Company or its Subsidiaries have been paid, collected or withheld and remitted
as applicable, except for where the failure to pay such Taxes would not be
Materially Adverse.

     

    I. Disclosure

     

    (1) To the
knowledge of the Company after due inquiry, the Company has not failed to
disclose to the Agents in writing or otherwise any information known to the
Company regarding any event or circumstance or any action taken or failed to be
taken that would reasonably be expected to be Materially
Adverse.  Without limiting the generality of the
foregoing:

     

    
      
        
        

      

      
        B-19

        
          

        

      

      
        
        

      

    

     

    a. neither
the Company nor its Subsidiaries or any of their property and assets are the
subject of a judgement, order or decree that is Materially Adverse;
and

     

    b. to the
knowledge of the Company, the data or information made available to the Agents
by the Company with respect to the Company, its Subsidiaries and the Mineral
Projects, was complete and, to the knowledge of the Company, correct in all
material respects for the period of and matter to which it relates, and to the
knowledge of the Company, did not contain any untrue statement of material fact
or omit to state a material fact necessary in order to make the statements
contained therein not misleading in the circumstances.

     

    J. Compliance

     

    (1) Except for
any conflicts, defaults or violations that could not, individually or in the
aggregate (taking into account the impact of any cross-defaults), reasonably be
expected to be Materially Adverse, each of the Company and its Subsidiaries has
complied with, and is not in conflict with, or in default (including cross
defaults) under or in violation of:

     

    a. its
constitutional documents;

     

    b. any Law or
Permit applicable to it, its business or operations or by which any of its
property and assets is bound or affected; or

     

    c. any
Contract to which it or its business or operations, or by which any of its
property and assets, is bound or affected.

     

    (2) As of the
Closing Date, each of the Company and its Subsidiaries has or will have complied
with each of its covenants and obligations under this agreement.

     

    K. Pre-Emptive
Rights

     

    No holder
of outstanding securities of the Company is entitled to any pre-emptive or any
similar rights to subscribe for Common Shares  or other securities of
the Company.

     

    L. Change in
Law

     

    Neither
the Company nor its Subsidiaries are aware of any pending or contemplated change
to any applicable Law that could be Materially Adverse, or could reasonably be
expected to have a Materially Adverse effect.

     

    M. Title to
Mineral Projects

     

    (1) To the
knowledge of the Company after due inquiry, the Company has delivered to or made
available for inspection by the Agents all existing data regarding the Mineral
Projects in its possession or control, and true and correct copies of all
material leases, licenses, permits or other Contracts relating to the Mineral
Projects.

     

    
      
        
        

      

      
        B-20

        
          

        

      

      
        
        

      

    

     

    (2) The
Company or its Subsidiaries:

     

    a. have title
to the Mineral Projects through the mining titles, permits, licenses, claims,
concessions and like interests (including mining conventions) listed on Schedule
8.M(2) (“Mining Rights”);

     

    b. such
Mining Rights are free and clear of Liens except Liens as set forth on Schedule
8.M(2); and

     

    c. there are
no conflicting mining claims that could constitute a material defect in the
Company’s title to any of the Mining Rights, except for a claim from a driller
for unpaid drilling fees in the amount of A$95,000 which the Company
disputes.

     

    (3) There are
no pending or, to the Company’s knowledge, threatened, suits, claims, actions,
proceedings or investigations of any nature affecting the Company, its
Subsidiaries or the Mineral Projects or the Mining Rights.

     

    (4) The Mining
Rights are in good standing, are valid and enforceable, are free and clear of
any material Liens or charges (other than as disclosed on the Schedules attached
hereto) and no material royalty is payable in respect of any of them, other than
as set forth on Schedule 8.M(2). There are no material restrictions on the use,
transfer or ability to otherwise exploit any such property rights, except as
required by applicable Laws and the mining conventions.

     

    (5) The Mining
Rights are the only material prospecting, exploration, retention and/or mining
licences owned or held by the Company or its Subsidiaries (or for their benefit)
or in respect of which the Company or its Subsidiaries have any
interest.

     

    (6) Neither
the Company nor any Subsidiary has received notice from any governmental
licensing authority of any proposal or intention to withdraw, revoke, amend or
terminate any of the Mining Rights.

     

    (7) All
material obligations in respect of the Mining Rights have been complied with at
all times, and the Company is currently in compliance with the obligations
required of it under the Mining Rights, and no action, claim, demand, dispute or
liability in respect of the same is outstanding or, to the best of the
knowledge, information and belief of the Company, threatened.

     

    N. Mineral
Projects Reports

     

    To the
best of the Company’s knowledge, information and belief, all completed and final
reports relating to the Company’s Mineral Projects made available to the Agents
by the Company relating to the Mineral Projects, are accurate in all material
respects, and do not contain a misrepresentation.

     

    
      
        
        

      

      
        B-21

        
          

        

      

      
        
        

      

    

     

    O. Employment
Matters

     

    (1) Neither
the Company nor its Subsidiaries had or has any collective bargaining agreements
with respect to its Employees.  There is no labour strike, dispute,
slowdown or stoppage pending or, to the knowledge of the Company after due
inquiry, threatened, against the Company or its Subsidiaries, and neither the
Company nor its Subsidiaries has experienced any labour strike, dispute,
slowdown or stoppage or other labour difficulty involving its
Employees.

     

    (2) Neither
the Company nor its Subsidiaries are subject to any litigation, (actual or, to
the knowledge of the Company after due inquiry, threatened) relating to
employment or termination of employment of its Employees, other than those
claims or litigation as would, individually or in the aggregate, not be
Materially Adverse.

     

    (3) The
Company and its Subsidiaries have operated in accordance with all applicable
Laws with respect to employment and labour, including employment and labour
standards, occupational health and safety, employment equity, pay equity,
workers’ compensation, human rights and labour relations and there are no
current, pending or, to the knowledge of the Company after due inquiry,
threatened proceedings before any Agency with respect thereto.

     

    P. Books and
Records

     

    The
corporate minute books of the Company and its Subsidiaries contain minutes of
all meetings and resolutions of the directors and shareholders held, and full
access thereto has been provided to the Agents and its counsel.

     

    Q. Non-arm’s
Length Transactions

     

    Except as
disclosed on Schedule 8.Q, there are no Contracts or other transactions
currently in place between the Company or its Subsidiaries and:

     

    a. any
officer or director of the Company or its Subsidiaries;

     

    b. any holder
of the Company’s Common Shares or other securities; or

     

    c. any
associate of the foregoing.

     

    R. Litigation

     

    There is
no suit, action or proceeding pending or, to the knowledge of the Company after
due inquiry, threatened, against the Company or its Subsidiaries that,
individually or in the aggregate, if adversely determined, would reasonably be
expected to be Materially Adverse or delay or prevent the Offering, and there is
not any judgement, decree, injunction, rule or order of any Agency or arbitrator
outstanding against the Company or its Subsidiaries which is, or which would
reasonably be expected to be Materially Adverse, or prevent or delay the
Offering.

     

    
      
        
        

      

      
        B-22

        
          

        

      

      
        
        

      

    

     

    S. Environmental
Matters

     

    (1) To the
knowledge of the Company after due inquiry with respect to the Mineral
Projects:

     

    a. the
Company and its Subsidiaries are and have been in material compliance with all
applicable Environmental Laws;

     

    b. neither
the Company nor its Subsidiaries have caused or permitted the release of any
Hazardous Substances at, in, on, under or from the Mineral Projects, except in
compliance in all material respects with all Environmental Laws;

     

    c. all
Hazardous Substances handled, recycled, disposed of, treated or stored on or off
site of the Mineral Projects have been handled, recycled, disposed of, treated
and stored in compliance in all material respects with all Environmental
Laws;

     

    d. there are
no Hazardous Substances at, in, on, under or migrating from the Mineral
Projects, except in compliance in all material respects with all Environmental
Laws;

     

    e. neither
the Company nor its Subsidiaries have caused or permitted the release of any
hazardous substances on the Mineral Projects in such a manner as:

     

    (i) would be
reasonably likely to impose Environmental Liabilities for cleanup, natural
resource damages, loss of life, personal injury, nuisance or damage to other
property; or

     

    (ii) would be
reasonably likely to result in imposition of a Lien on any of the Mineral
Projects or the assets of the Company or its Subsidiaries;

     

    f. Neither
the Company nor its Subsidiaries have contractually assumed any Environmental
Liabilities or obligations of another person under or relating to Environmental
Laws that in any case would reasonably be expected to be Materially Adverse;
and

     

    g. Except as
to matters otherwise disclosed, the Company has not received inquiry from or
notice of a pending investigation from any Agency or of any administrative or
judicial proceeding concerning the violation of any applicable Laws or any
Environmental Liabilities with respect to the Mineral Projects.

     

    T. No Other
Commissions

     

    Other than
the Agents, there are no persons acting or purporting to act at the request or
on behalf of the Company, that are entitled to any brokerage or finder’s fee in
connection with the transactions contemplated by this agreement.

     

    
      
        
        

      

      
        B-23

        
          

        

      

      
        
        

      

    

     

    U. No
Unlawful Payments

     

    No
payments or inducements were made or given, directly or indirectly, to any
officials (foreign or domestic) by the Company or any of its Subsidiaries, or by
any of their officers, directors, employees or Agents, or any associates of any
of the foregoing, in connection with any opportunity, agreement, licence,
permit, certificate, consent, order, approval, waiver or other authorization
related to the business of the Company or any of its Subsidiaries, except for
such payments or inducements that were lawful under the laws, rules and
regulations of the country in which they were made. Neither the Company nor any
of its Subsidiaries has used any corporate funds for any unlawful contribution,
gift, entertainment or other unlawful expense relating to political activity,
made any direct or indirect unlawful payment to any foreign or domestic
government official or employee from corporate funds, or made any other unlawful
payment.

     

    V. Accuracy
of Reports and Information

     

    The
Company’s common stock is registered pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended (the “ U.S. Exchange Act”).  All
reports required to be filed by the Company with the Securities and Exchange
Commission (the “SEC”) during the 12 months preceding the date of this agreement
pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act (collectively, as
such documents have since the time of their filing been amended or supplemented,
and including any such document filed with the SEC subsequent to the date
hereof, the “SEC Reports”), have been duly filed, and as of their respective
dates (if amended or superseded by a filing prior to the  date of the
Agreement or the Closing Date, then the date of such filing) were prepared in
accordance with the applicable requirements of the U.S. Exchange
Act.  The Company will continue to file all reports required to be
filed under the U.S. Exchange Act.  At the time they were filed (if
amended or superseded by a filing prior to the date of this Agreement or the
Closing Date, then as of the date of such filing), the SEC Reports did not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made therein, in the light of the circumstances
under which they were made, not misleading.

     

    W. Absence of
Certain Developments

     

    Except as
disclosed in the SEC Reports and as contemplated by this Agreement, since March
31, 2008, there has not been:

     

    (1) any
material adverse change in the business, condition (financial or otherwise),
results of operations or prospects of the Company;

     

    (2) any
damage, destruction or loss, whether covered by insurance or not, having a
material adverse effect on the business or financial condition of the
Company;

     

    (3) any
issuance of capital stock or of other rights to acquire capital stock or
securities convertible into capital stock, or any agreements relating to such
issuance;

     

    (4) any
redemption, repurchase or other acquisition of common stock or any declaration
of any payment of any dividend or other distribution in cash, stock or property
with respect to the common stock, or any amendment to the articles of
incorporation or bylaws of the Company.

     

    
      
        
        

      

      
        B-24

        
          

        

      

      
        
        

      

    

     

    (5) any entry
into any material contract or transaction, including without limitation, any
borrowing, repayment of indebtedness, capital expenditure or business
combination, other than in the ordinary course of business consistent with past
practice or as contemplated by the agreements.

     

    (6) any
transfer of or rights granted under any material leases, licenses, agreements,
patents, trademarks, trade names or copyrights other than those transferred or
granted in the ordinary course of business; any change by the Company in
accounting principles or methods except insofar as may have been required by a
change in generally accepted accounting principles.

     

    (7) any
contract, agreement, commitment or arrangement with respect to any of the
foregoing; or

     

    (8) any
pending or, to the knowledge of the Company, threatened litigation, proceeding
(administrative or otherwise) or investigation against the Company which
individually or in the aggregate would result in any material adverse change in
the business, condition (financial or otherwise), or results of operations of
the Company.

     

    X. Investment
Company Act

     

    Neither
the Company nor any subsidiary is, and after giving effect to the offer and sale
of the Common Shares and the application of the proceeds therefrom, none of them
will be, (i) an “investment company” within the meaning of such term under the
Investment Company Act of 1940, as amended (the “Investment Company Act”), and
the rules and regulations of the SEC thereunder or (ii) a “business development
company” (as defined in Section 2(a)(48) of the Investment Company
Act).

     

    Y. No Voting
Agreements

     

    The
Company is not party to any agreement, nor is the Company aware of any
agreement, which in any way affects the voting control of the securities of the
Company.

     

    Z. Sarbanes-Oxley

     

    (1) The
Company and each of its Subsidiaries (i) make and keep accurate books and
records and (ii) maintain and has maintained effective internal control over
financial reporting as defined in Rule 13a-15 under the U.S. Exchange Act and a
system of internal accounting controls sufficient to provide reasonable
assurance that (A) transactions are executed in accordance with management’s
general or specific authorization, (B) transactions are recorded as necessary to
permit preparation of the Company’s financial statements in conformity with
accounting principles generally accepted in the United States and to maintain
accountability for its assets, (C) access to the Company’s assets is permitted
only in accordance with management’s general or specific authorization and (D)
the recorded accountability for the Company’s assets is compared with existing
assets at reasonable intervals and appropriate action is taken with respect to
any differences.

     

    
      
        
        

      

      
        B-25

        
          

        

      

      
        
        

      

    

     

    (2) The
Company and each of its subsidiaries have established and maintain disclosure
controls and procedures (as such term is defined in Rule 13a-15 under the U.S.
Exchange Act), (ii) such disclosure controls and procedures are designed to
ensure that the information required to be disclosed by the Company and its
subsidiaries in the reports they will file or submit under the U.S. Exchange Act
is accumulated and communicated to management of the Company and its
subsidiaries, including their respective principal executive officers and
principal financial officers, as appropriate, to allow timely decisions
regarding required disclosure to be made and (iii) such disclosure controls and
procedures are effective in all material respects to perform the functions for
which they were established.

     

    (3) Since the
date of the most recent balance sheet of the Company and its consolidated
subsidiaries reviewed or audited by PKF and the audit committee of the board of
directors of the Company, (i) the Company has not been advised of (A) any
significant deficiencies in the design or operation of internal controls that
could adversely affect the ability of the Company and each of its subsidiaries
to record, process, summarize and report financial data, or any material
weaknesses in internal controls and (B) any fraud, whether or not material, that
involves management or other employees who have a significant role in the
internal controls of the Company and each of its subsidiaries, and (ii) since
that date, there have been no significant changes in internal controls or in
other factors that could significantly affect internal controls, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

     

    (4) There is
and has been no failure on the part of the Company and any of the Company’s
directors or officers, in their capacities as such, to comply with the
provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations
promulgated in connection therewith.

     

    Section
9. Covenants
of the Company

     

    The
Company covenants with the Agents that:

     

    (1) it will
use its best efforts to fulfill all legal requirements to permit the creation,
issuance, offering and sale of the Common Shares, as contemplated in this
agreement (including, without limitation, filing or causing to be filed, all
forms or undertakings required in connection with the Offering pursuant to
Applicable Securities Laws so that the distribution of the Common Shares may be
conducted without a prospectus, registration statement or offering memorandum in
the Jurisdictions), and duly, punctually and faithfully perform all the
obligations to be performed by it under the Subscription
Agreements;

     

    (2) it will
use its best reasonable efforts to obtain the necessary regulatory consents for
the Offering on such terms as are mutually acceptable to the Agents and the
Company, acting reasonably;

     

    (3) it will
promptly inform the Agents in writing during the period prior to the completion
of the Offering of the Common Shares of the full particulars of any material
change (whether actual, anticipated, contemplated or proposed by, or threatened
against, the Company or its Subsidiaries) in the assets (including the Mineral
Projects), liabilities (contingent or otherwise), business, affairs, prospects,
operations, cash flow or capital of the Company and the Subsidiaries, as the
case may be;

     

    
      
        
        

      

      
        B-26

        
          

        

      

      
        
        

      

    

     

    (4) it will,
in good faith, discuss with the Agents any change, event or fact which is of
such a nature that there may be reasonable doubt as to whether notice should be
given to the Agents under Section
9(3) of this agreement;

     

    (5) it will
not, for a period commencing as of the date hereof, issue or sell any Common
Shares of the Company or financial instruments convertible or exchangeable into
Common Shares or enter any agreement or arrangement under which the Company may
acquire or transfer to another, in whole or in part, any of the economic
consequences of ownership of Common Shares, or other securities or cash, or
agree to become bound to do so, or disclose to the public any intention to do so
until 90 days following the Closing Date without the prior consent of the
Agents;

     

    (6) the
Company will use its commercially reasonable efforts to provide the Agents with
the opportunity to review any press release relating to the Offering prior to
its release.  In addition, the Agents will have the right following
the Closing Date to disseminate any press release pre-approved by the Company to
such Canadian news services as they see fit. The Company agrees, subject to
Applicable Securities Laws, if so requested by the Agents, to include a
reference to the Agents and the Agents’ role in any press release or other
public communication issued by the Company with respect to the
Offering;

     

    (7) the net
proceeds from the Offering will be used to adequately advance the phosphate
Mineral Projects that the Company has identified to a feasibility stage and for
general working capital purposes;

     

    (8) the
Company shall comply with its expenditure obligations under its agreements with
King Eagle Resources Pty Limited.

     

    (9) it will
use its best endeavors to obtain the grant of title to the Mining Rights
relating to the Mineral Projects for which it has made application for in
compliance with all applicable Laws;

     

    (10) it will
not remove, surrender or abandon any application for the grant of title to the
Mining Rights related to the Mineral Projects for which it has
applied.

     

    Section
10. Closing

     

    At the
Time of Closing on the Closing Date, subject to the terms and conditions
contained in this agreement, the Company shall deliver to the Agents a
certificate or certificates representing the Common Shares issued on such date
registered as directed by the Agents comprising the Offering against delivery of
the net proceeds of the Offering.

     

    Section
11. Post-Closing
Covenants

     

    A. The
Company covenants that following the Closing Date, the Company agrees not to
directly or indirectly issue any Common Shares or securities or other financial
instruments convertible into or having the right to acquire Common Shares (other
than pursuant to rights or obligations under securities or instruments
outstanding) or enter into any agreement or arrangement under which the Company
acquires or transfers to another, in whole or in part, any of the economic
consequences of ownership of Common Shares, whether that agreement or
arrangement may be settled by the delivery of Common Shares or other securities
or cash, or agree to become bound to do so, or disclose to the public any
intention to do so, for a period from the Closing Date until 120 days following
the Offering without BMO’s prior written consent, which consent will not be
unreasonably withheld.

     

    
      
        
        

      

      
        B-27

        
          

        

      

      
        
        

      

    

     

    B. BMO and
the Company shall, upon mutual agreement in good faith, appoint two additional
directors to the Company’s board of directors and appoint the Company’s Chief
Operating Officer.

     

    C. The
Company shall use its reasonable best efforts to cause the Company’s Common
Shares to be listed on the American Stock Exchange within 6 months from the
Closing Date.

     

    D. The
Company agrees that, upon completion of the Offering, and for a term of 24
months subsequent to the Closing of the Offering:

     

    (1) BMO shall
be entitled to participate as sole bookrunner and lead manager of any subsequent
public offering of the securities of the Company with a minimum right to
participate of 60% of the deal’s economics; or

     

    (2) in the
event of the proposed sale of all or a substantially portion of the assets of
the Company or its Subsidiaries, or any business combination involving the
Company in which all or a substantially portion of the outstanding securities of
the Company are acquired by a third party, in lieu of a transaction, BMO shall
be entitled to participate as financial advisor to the Company in relation to
such transaction; and

     

    (3) in the
case of (1) or (2) above, such engagement shall be contained in one or more
separate agreements and the fees for such services will be negotiated separately
and in good faith and be consistent with the fees paid to investment banks in
North America for similar services in comparable situations.

     

    Section
12. Termination
Rights

     

    A. Due
Diligence Out.  In the event that the due diligence investigations
performed by the Agents and/or the Agents’ representatives reveal any material
information or fact which, in the sole opinion of BMO, is Materially Adverse, or
adversely affects the price or value of the Common Shares, BMO shall be entitled
at its sole option, in accordance with Section
12.H of this
agreement, to terminate the obligations of the Agents under this agreement (and
the obligations of the Purchasers under the Subscription Agreements) by written
notice to that effect given to the Company prior to the Time of
Closing.

     

    B. Litigation.  If
any inquiry, action, suit, investigation or proceeding whether formal or
informal (including matters of regulatory transgression or unlawful conduct) is
commenced, announced or threatened in relation to the Company or a Subsidiary,
or any of their respective officers, directors or shareholders, BMO shall be
entitled, at its sole option and in accordance with Section 12.H
of this agreement, to terminate the obligations of the Agents under this
agreement (and the obligations of the Purchasers under the Subscription
Agreements) by written notice to that effect given to the Company any time prior
to the Time of Closing on the Closing Date provided such inquiry, suit,
investigation or proceeding, would, if determined in a manner adverse to the
Company or the Subsidiary, reasonably be expected to be Materially Adverse, or
adversely affects the price or value of the Common Shares.

     

    
      
        
        

      

      
        B-28

        
          

        

      

      
        
        

      

    

     

    C. Disaster
Out.  If there should develop, occur or come into effect any event of
any nature, including terrorism, accident, or other condition or major financial
occurrence of national or international consequence, which, in the sole opinion
of BMO, is Materially Adverse, or has a materially adverse effect on the
financial markets generally, or the price or value of the Common Shares, BMO
shall be entitled at its sole option, in accordance with Section 12.H of this
agreement, to terminate the obligations of the Agents under this agreement (and
the obligations of the Purchasers under the Subscription Agreements) by written
notice to that effect given to the Company prior to the Time of Closing on the
Closing Date.

     

    D. Change in
Material Fact.  In the event that prior to the Time of Closing on the
Closing Date, the Agents and/or the Agents’ representatives, through their due
diligence investigations, or otherwise discover or there should occur a material
change or a change in any material fact or new material fact shall arise, which,
in the sole opinion of BMO, has or could be expected to be Material Adverse, or
materially adversely affects the market price or value of the Common Shares, the
Agents shall be entitled, at their sole option, in accordance with Section 12.H,
to terminate the obligations of the Agents under this agreement (and the
obligations of the Purchasers under the Subscription Agreements) by written
notice to that effect given to the Company prior to the Time of Closing on the
Closing Date.

     

    E. Regulatory
Out.  In the event that any Law, is promulgated or changed which, in
the sole opinion of BMO, is Materially Adverse, or has a materially adverse
effect on the financial markets generally, or materially adversely affects the
price or value of the Common Shares, BMO shall be entitled at its sole option,
in accordance with Section 12.H of this agreement, to terminate the obligations
of the Agents under this agreement (and the obligations of the Purchasers under
the Subscription Agreements) by written notice to that effect given to the
Company prior to the Time of Closing on the Closing Date.

     

    F. Market
Out.  In the event that the state of the financial markets becomes
such that, in the sole opinion of BMO the Common Shares cannot be marketed
profitably, BMO shall be entitled at its sole option, in accordance with Section
12.H of this agreement, to terminate the obligations of the Agents under this
agreement (and the obligations of the Purchasers under the Subscription
Agreements) in respect of Common Shares, by written notice to that effect given
to the Company prior to the Time of Closing on the Closing Date.

     

    G. Non-Compliance
with Conditions. The Company agrees that all terms, conditions and covenants in
this agreement shall be construed as conditions and complied with so far as the
same relate to acts to be performed or caused to be performed by the Company, as
applicable, that it will use its best efforts to cause such conditions to be
complied with, and any breach or failure by the Company to comply with any of
such conditions or in the event that any representation or warranty given by the
Company becomes false (other than representations and warranties given as of a
specific time which need only be true as of such time) and is not rectified as
at the Time of Closing on the Closing Date, shall entitle BMO, at its sole
option in accordance with Section 12.H, to terminate the obligations of the
Agents under this agreement (and the obligations of the Purchasers under the
Subscription Agreements) by written notice to that effect given to the Company
at or prior to the Time of Closing on the Closing Date. The Agents may waive, in
whole or in part, or extend the time for compliance with, any terms and
conditions without prejudice to their rights in respect of any other of such
terms and conditions or any other or subsequent breach or non-compliance,
provided that any such waiver or extension shall be binding upon the Agents only
if the same is in writing and signed by them.

     

    
      
        
        

      

      
        B-29

        
          

        

      

      
        
        

      

    

     

    H. Exercise
of Termination Rights.  The rights of termination contained in Section
12.A, B, C, D, E, F and G may be exercised by the Agents, or BMO, as applicable,
and are in addition to any other rights or remedies the Agents, or BMO, as
applicable, may have in respect of any default, act or failure to act or
non-compliance by the Company in respect of any of the matters contemplated by
this agreement or otherwise. In the event of any such termination by the Agents,
there shall be no further liability on the part of the Agents to the Company
under this agreement or on the part of the Company to the Agents under this
agreement except in respect of any obligation or liability of the Company to the
Agents which has or may have arisen prior to such termination under Section 13,
Section 14 and Section 15.

     

    Section
13. Indemnity

     

    A. The
Company agrees to protect, indemnify and save harmless the Agents and their
respective affiliates, directors, officers, partners, agents and employees and
each other person, if any, controlling any of the Agents (each an “Indemnified
Party” and collectively, the “Indemnified Parties”) from and against any and all
losses (other than loss of profits), claims, actions, causes of action, demands,
costs, damages, expenses or liabilities in connection with the distribution of
the Common Shares (including the reasonable fees and expenses of the Agents’
counsel) in any way caused or incurred by, or arising directly or indirectly
from or in consequence of:

     

    (1) any
misrepresentation or alleged misrepresentation contained herein or made by the
Company in writing or otherwise in connection with the issuance and sale of the
Common Shares;

     

    (2) the
non-compliance or alleged (by any applicable regulatory or governmental body)
non-compliance by the Company with any applicable Laws (including Applicable
Securities Laws), regulatory requirements or stock exchange rules in connection
with the transactions herein contemplated;

     

    (3) the
omission or alleged omission to state in this Agreement or any documents of the
Company delivered hereunder or pursuant hereto, any material fact required to be
stated therein or necessary to make any statement therein not misleading in
light of the circumstances under which it was made (other than omissions
relating solely to the Agents);

     

    (4) any
misrepresentation or alleged misrepresentation (except any made by the Agents
and for which the Agents did not rely on any information provided by the Company
or anyone acting on its behalf) relating to the Offering, whether oral or
written and whether made during and in connection with the Offering, where such
misrepresentation or alleged misrepresentation may give or gives rise to any
other liability under any statute in any jurisdiction which is in force on the
date of this Agreement; or

     

    
      
        
        

      

      
        B-30

        
          

        

      

      
        
        

      

    

     

    (5) any breach
of any representation or warranty of the Company contained herein or the failure
of the Company to comply with any of its respective covenants or other
obligations hereunder in any material respect.

     

    B. To the
extent that any Indemnified Party is not a party to this agreement, the Agents
shall obtain and hold the right and benefit of the above-noted indemnity in
trust for and on behalf of such Indemnified Party.

     

    C. If any
matter or thing contemplated by this Section 13 shall be asserted against any
Indemnified Party in respect of which indemnification is or might reasonably be
considered to be provided, such Indemnified Party will notify the Company as
soon as possible of the nature of such claim (provided that omission to so
notify the Company will not relieve the Company of any liability which it may
otherwise have to the Indemnified Party hereunder, except to the extent the
Company is materially prejudiced by such omission) and the Company shall be
entitled (but not required) to assume the defence of any suit brought to enforce
such claim; provided, however, that the defence shall be through legal counsel
reasonably acceptable to such Indemnified Party and that no settlement may be
made by the Company or such Indemnified Party without the prior written consent
of the other, such consent not to be unreasonably withheld.

     

    D. In any
such claim, such Indemnified Party shall have the right to retain separate legal
counsel to act on such Indemnified Party’s behalf, provided that the fees and
disbursements of such other legal counsel shall be paid by such Indemnified
Party, unless: (i) the Company and such Indemnified Party mutually agree to
retain other legal counsel; or (ii) the Indemnified Party has been advised by
counsel that the representation of the Company and such Indemnified Party by the
same legal counsel would be inappropriate due to actual or potential conflicting
interests, in which event such fees and disbursements shall be paid by the
Company to the extent that they have been reasonably incurred, provided that in
no circumstances will the Company be required to pay the fees and expenses of
more than one set of legal counsel for all Indemnified Parties.

     

    E. The
indemnity provided herein will remain in full force and effect until all
possible liability of the Indemnified Parties arising out of the transactions
contemplated by this agreement is extinguished by the operation of law and will
not be limited to or affected by any other indemnity obtained by the Indemnified
Persons from any other person.

     

    Section
14. Contribution

     

    If, for
any reason, the indemnity provided for in Section 13 hereof is illegal or
unenforceable, the Agents and the Company shall contribute to the aggregate of
all losses, claims, costs, damages, expenses or liabilities (except loss of
profits in connection with the sale of Common Shares) of the nature provided for
in Section 13 hereof such that the Agents shall be responsible for that portion
represented by the percentage that the Agents’ Commission bears to the gross
proceeds from the Offering and the Company shall be responsible for the
balance.  Notwithstanding the foregoing, (i) a person who has been
found by a court of competent jurisdiction in a final judgment to have caused
losses, claims, costs, damages, expenses or liabilities referred to above as a
result of such person’s negligence or wilful misconduct shall not be entitled to
contribution from any other party hereunder, and (ii) in the event that a court
of competent jurisdiction determines in a final judgment that the losses,
claims, costs, damages, expenses or liabilities referred to above resulted from
the negligence or wilful misconduct of the Agents, the portion for which the
Agents are responsible shall not be limited to the proportion indicated above,
but rather the Company and the Agents shall be responsible for such proportion
as a court of competent jurisdiction determines.  Any party entitled
to contribution will, promptly after receiving notice of commencement of any
claim, action, suit or proceeding against such party in respect of which a claim
for contribution may be made against another party or parties under this Section
14, notify such party or parties from whom contribution may be sought of the
nature of such claim, action, suit or proceeding (provided that any failure to
so notify or delay in so notifying shall not relieve or reduce the liability of
any party from whom contribution may be sought under this Section 14 except to
the extent that such party has been prejudiced as a result of such failure or
delay).  The right to contribution provided in this Section 14 shall
be in addition to and not in derogation of any other right to contribution which
the Agents may have by statute or otherwise by law.

     

    
      
        
        

      

      
        B-31

        
          

        

      

      
        
        

      

    

     

    Section
15. Expenses

     

    The
Company will be responsible for all reasonable expenses of the Offering,
including, without limitation, the reasonable fees and disbursements of legal
counsel and consultants to the Agents, whether or not the Offering is
completed.  The fees and disbursements payable shall not exceed
US$200,000 without the prior written consent of the Company.

     

    Section
16. Governing
Law; Time of Essence

     

    This
agreement shall be governed by and construed in accordance with the laws of the
Province of Ontario and the federal laws of Canada applicable therein and time
shall be of the essence hereof.

     

    Section
17. Survival
of Warranties, Representations, Covenants and Agreements

     

    Except as
expressly provided, all warranties, representations, covenants (including,
without limitation the covenants in Section 11) and agreements of the Company
and the Agents herein contained or contained in documents submitted or required
to be submitted pursuant to this agreement shall survive the purchase of the
Common Shares and shall continue in full force and effect, regardless of the
closing of the sale of the Common Shares and regardless of any investigation
which may be carried on by the Agents.

     

    Section
18. Notices

     

    All
notices or other communications by the terms hereof required or permitted to be
given by one party to another shall be given in writing by personal delivery or
by facsimile delivered to such other party as follows:

     

    
      
        	
                (a)

              	
                to
      the Company at:

              
	 
      	
                Legend
      International Holdings, Inc.

              
	 
      	
                Level
      8, 580 St. Kilda Road

              
	 
      	
                Melbourne
      VIC 3004

              
	 
      	
                Australia

              
	 
      	
                Attention:  Joseph
      Gutnick

              
	 
      	
                Facsimile
      No.:  613-8532-2805

              


      

    

     

    
      
        
        

      

      
        B-32

        
          

        

      

      
        
        

      

    

     

    with a
copy (which shall not constitute notice) to:

     

    
      
        	 
      	
                Phillips
      Nizer LLP

              
	 
      	
                666
      Fifth Avenue

              
	 
      	
                New
      York, New York  10103

              
	 
      	
                Attention:
      Brian Brodrick, Esq.

              
	 
      	
                Facsimile
      No.: 212-262-5152

              
	 	 
	
                (b)

              	
                to
      the Agents at:

              
	 	 
	 
      	
                BMO
      Nesbitt Burns Inc.

              
	 
      	
                1
      First Canadian Place

              
	 
      	
                100
      King Street West, 4th Floor

              
	 
      	
                Toronto,
      Ontario M5X 1H3

              
	 
      	
                Canada

              
	 
      	
                Attention:  Jason
      Attew

              
	 
      	
                Facsimile
      No.:  416-359-4459

              
	 	 
	 
      	
                Wellington
      West Capital Markets Inc.

              
	 
      	
                145
      King Street West, Suite 700

              
	 
      	
                Toronto,
      Ontario M5H 1J9

              
	 
      	
                Attention:  Josh
      Enchin

              
	 
      	
                Facsimile
      No.:  416-642-1910

              
	 	 
	 
      	
                BBY
      Ltd.

              
	 
      	
                Level
      38, Rialto South Tower

              
	 
      	
                525
      Collins Street

              
	 
      	
                Melbourne,
      Victoria 3000

              
	 
      	
                Australia

              
	 
      	
                Attention:  Glenn
      Rosewall

              
	 
      	
                Facsimile
      No.:  61-3-9226-0000

              
	 	 
	
                with
      a copy (which shall not constitute notice) to:

              
	 
	 
      	
                Goodwin
      Procter LLP

              
	 
      	
                The
      New York Times Building

              
	 
      	
                620
      Eighth Avenue

              
	 
      	
                New
      York, New York

              
	 
      	
                Attention:  Martin
      Glass, Esq.

              
	 
      	
                Facsimile
      No.  212-355-3333

              


      

    

     

     

    or at such
other address or facsimile number as may be given by either of them to the other
in writing from time to time and such notices or other communications shall be
deemed to have been received when delivered or, if facsimile, on the next
business day after such notice or other communication has been facsimile (with
receipt confirmed).

     

    Section
19. Counterpart
Signature

     

    This
agreement may be executed in one or more counterparts (including counterparts by
facsimile) which, together, shall constitute an original copy hereof as of the
date first noted above.

     

    
      
        
        

      

      
        B-33

        
          

        

      

      
        
        

      

    

     

    Section
20. Enforceability

     

    If one or
more provisions contained herein shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this agreement, but
this agreement shall be construed as if such invalid, illegal or unenforceable
provision or provisions had never been contained herein.

     

    Section
21. Successors
and Assigns

     

    The terms
and provisions of this agreement will be binding upon and enure to the benefit
of the Company and the Agents and their respective successors and assigns;
provided that, except as otherwise provided in this agreement, this agreement
will not be assignable by any party without the written consent of the others
and any purported assignment without that consent will be invalid and of no
force and effect.

     

    Section
22. No
Advisory or Fiduciary Relationship

     

    The
Company acknowledges and agrees that (a) the purchase and sale of the Common
Shares pursuant to this Agreement, including the determination of the offering
price of the Common Shares and any related discounts and commissions, is an
arm's-length commercial transaction between the Company, on the one hand, and
the Agents, on the other hand, (b) in connection with the offering contemplated
hereby and the process leading to such transaction each Agent is and has been
acting solely as a principal and is not the agent or fiduciary of the Company,
or its stockholders, creditors, employees or any other party, (c) no Agent has
assumed or will assume an advisory or fiduciary responsibility in favor of the
Company with respect to the offering contemplated hereby or the process leading
thereto (irrespective of whether such Agent has advised or is currently advising
the Company on other matters) and no Agent has any obligation to the Company
with respect to the offering contemplated hereby except the obligations
expressly set forth in this agreement, (d) the Agents and their respective
affiliates may be engaged in a broad range of transactions that involve
interests that differ from those of the Company, and (e) the Agents have not
provided any legal, accounting, regulatory or tax advice with respect to the
offering contemplated hereby and the Company has consulted its own legal,
accounting, regulatory and tax advisors to the extent it deemed
appropriate.

     

    Section
23. Entire
Agreement

     

    This
agreement constitutes the entire agreement between the Agents and the Company
relating to the subject matter hereof and supersedes all prior agreements
between the Agents and the Company.

     

    
      
        
        

      

      
        B-34

        
          

        

      

      
        
        

      

    

     

    Section
24. Acceptance

     

    If this
offer accurately reflects the terms of the transaction which we are to enter
into and if such terms are agreed to by the Company, please communicate your
acceptance by executing where indicated below and returning by facsimile one
copy and returning by courier one originally executed copy to BMO Nesbitt Burns
Inc. (Attention: Mr. Jason Attew).

     

    
      
        	 
      	
                Yours
      very truly,

              
	 
      	
                BMO
      NESBITT BURNS INC.

              
	 
      	 
      
	 
      	
                By:_______________________

              
	 
      	
                Authorized
      Signatory

              
	 	 
	 
      	
                WELLINGTON
      WEST CAPITAL MARKETS INC.

              
	 
      	
                By:_______________________

              
	 
      	
                Authorized
      Signatory

              
	 	 
	 
      	
                BBY
      LTD.

              
	 
      	 
      
	 
      	
                By:
      s/s/ G
      Rosewall___________

              
	 
      	
                Authorized
      Signatory

              


      

    

     

    The
foregoing accurately reflects the terms of the transaction that we are to enter
into and such terms are agreed to.

     

    ACCEPTED
at __________ as of this ____ day of June, 2008.

     

    
      
        	 
      	
                LEGEND
      INTERNATIONAL HOLDINGS, INC.

              
	 	 
	 
      	
                By:

              	
                ___s/s/ J
      Gutnick ________

              
	 
      	 
      	
                Name:
      Joseph Gutnick

              
	 
      	 
      	
                Title:
      President, Chief Executive Officer and
Director

              


      

    

     

    
      
        
        

      

      
        B-35

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
8.B

     

    LEGEND
INTERNATIONAL HOLDINGS, INC. SUBSIDIARIES

     

    
      
        	
                Name
      of Subsidiary

              	
                Jurisdiction
      of Incorporation

              	
                Ownership
      Interest

              
	 
      	 
      	 
      
	
                Teutonic
      Minerals Pty Ltd

              	
                Western
      Australia

              	
                100%

              


      

    

     

     

    The
Company formerly had a subsidiary known as Legend Consolidated Group, Inc., a
Delaware corporation (“Legend Consolidated”), which has been forfeited (i.e.,
administratively dissolved). Prior to its dissolution, Legend Consolidated did
not have any assets or operations.

     

    
      
        
        

      

      
        B-36

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
8.C(1)

     

    AUTHORIZED
AND ISSUED CAPITAL

     

     

    
      	
              Authorized
      Capital:

            	
              320,000,000
      shares consisting of 300,000,000 shares of common stock having a par value
      of $0.001 per share and 20,000,000 preferred stock having a par value of
      $0.001 per share.

            


    

     

    
      	
              Issued:

            	
              178,328,682
      shares of common stock having a par value of $0.001 per
    share

            


    

     

    
      	
              Reserved
      for Issuance:

            	
              19,649,630
      Options

            


    

     

    
      
        
        

      

      
        B-37

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
8.C(5)

     

    OPTIONS

     

    
      	
              LEGEND
      INTERNATIONAL HOLDINGS INC

            
	2006
      EQUITY INCENTIVE PLAN
	OPTIONS
      ON ISSUE
	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
      	 	
              Note

            	 	 	
              Exercisable

            	 	 	
              Exercisable

            	 	 	
              Exercisable

            	 	 	
              Total

            	 
	 	 	 
      	 	 	 	 	
              @US$0.444

            	 	 	
              @US$1.00

            	 	 	
              @US$2.00

            	 	 	 	 
	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Joseph
      Gutnick	 	 	1	 	 	 	 	 	 	2,250,000	 	 	 	5,000,000	 	 	 	7,250,000	 
	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mordi
      Gutnick	 	 	2	 	 	 	562,500	 	 	 	2,562,500	 	 	 	 	 	 	 	3,125,000	 
	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Peter
      Lee	 	 	3	 	 	 	787,500	 	 	 	1,787,500	 	 	 	 	 	 	 	2,575,000	 
	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Craig
      Michael	 	 	4	 	 	 	150,000	 	 	 	1,400,000	 	 	 	 	 	 	 	1,550,000	 
	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jonathon
      Herzog	 	5	 	 	 	 	 	 	 	900,000	 	 	 	 	 	 	 	900,000	 
	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Robyn
      Hilliard	 	 	6	 	 	 	150,000	 	 	 	150,000	 	 	 	 	 	 	 	300,000	 
	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pat
      Breen	 	 	7	 	 	 	56,250	 	 	 	56,250	 	 	 	 	 	 	 	112,500	 
	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ros
      Groves	 	 	8	 	 	 	56,250	 	 	 	56,250	 	 	 	 	 	 	 	112,500	 
	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Adam
      Wright	 	 	9	 	 	 	56,250	 	 	 	56,250	 	 	 	 	 	 	 	112,500	 
	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jim
      Wright	 	 	10	 	 	 	150,000	 	 	 	150,000	 	 	 	 	 	 	 	300,000	 
	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mark
      Edwards	 	 	11	 	 	 	150,000	 	 	 	350,000	 	 	 	 	 	 	 	500,000	 
	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Gemma
      McGoldrick	 	 	12	 	 	 	 	 	 	 	112,500	 	 	 	 	 	 	 	112,500	 
	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Louisa
      van Bureen	 	 	13	 	 	 	 	 	 	 	112,500	 	 	 	 	 	 	 	112,500	 
	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Simon
      Lee	 	 	14	 	 	 	 	 	 	 	400,000	 	 	 	 	 	 	 	400,000	 
	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Menachem
      Vorchheimer	 	 	15	 	 	 	 	 	 	 	250,000	 	 	 	 	 	 	 	250,000	 
	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Anna
      Maria Papatheodorou	 	 	16	 	 	 	 	 	 	 	112,500	 	 	 	 	 	 	 	112,500	 
	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
      	 	 	 	 	 	 	2,118,750	 	 	 	10,706,250	 	 	 	5,000,000	 	 	 	17,825,000	 


    

    


    
      
        	1	 	
                2,250,000
      options issued September 19, 2006 vest 1/3rd after 12 months, 1/3rd after
      24 months and 1/3rd after 36 months

              
	 	 	 	
                5,000,000
      options issued February 7, 2008 vest 1/3rd after 12 months, 1/3rd after 24
      months and 1/3rd after 36 months

              
	 	 	 	 
      
	 2	 	
                562,500
      options issued September 19, 2006 vest 1/3rd after 12 months, 1/3rd after
      24 months and 1/3rd after 36 months with
      an exercise price of US$0.444.

              
	 	 	 	
                

                  562,500
      options issued September 19, 2006 vest 1/3rd after 12 months, 1/3rd after
      24 months and 1/3rd after 36 months with
      an exercise price of US$1.00.

                

              
	 	 	 	
                2,000,000
      options issued December 28, 2007 vest 1/3rd after 12 months, 1/3rd after
      24 months and 1/3rd after 36 months with an exercise price of
      US$1.00.

              


      

    

     

    
      
        
        

      

      
        B-38

        
          

        

      

      
        
        

      

    

     

    
      
        	3	 	
                787,500
      options issued September 19, 2006 vest 1/3rd after 12 months, 1/3rd after
      24 months and 1/3rd after 36 months with an exercise price of
      US$0.444.

              
	 	 	 	
                787,500
      options issued September 19, 2006 vest 1/3rd after 12 months, 1/3rd after
      24 months and 1/3rd after 36 months with an exercise price of
      US$1.00.

              
	 	 	 	
                1,000,000
      options issued December 28, 2007 vest 1/3rd after 12 months, 1/3rd after
      24 months and 1/3rd after 36 months with an exercise price of
      US$1.00.

              
	 	 	 	 
      
	4	 	
                150,000
      options issued September 10, 2007 vest 1/3rd after 12 months, 1/3rd after
      24 months and 1/3rd after 36 months with an exercise price of
      US$0.444.

              
	 	 	 	
                150,000
      options issued September 10, 2007 vest 1/3rd after 12 months, 1/3rd after
      24 months and 1/3rd after 36 months with an exercise price of
      US$1.00.

              
	 	 	 	
                1,250,000
      options issued December 28, 2007 vest 1/3rd after 12 months, 1/3rd after
      24 months and 1/3rd after 36 months with an exercise price of
      US$1.00.

              
	 	 	 	 
      
	5	 	
                150,000
      options issued September 19, 2006 vest 1/3rd after 12 months, 1/3rd after
      24 months and 1/3rd after 36 months with an exercise price of
      US$0.444.

              
	 	 	 	
                150,000
      options issued September 19, 2006 vest 1/3rd after 12 months, 1/3rd after
      24 months and 1/3rd after 36 months with an exercise price of
      US$1.00.

              
	 	 	 	 
      
	6	 	
                112,500
      options issued September 19, 2006 vest 1/3rd after 12 months, 1/3rd after
      24 months and 1/3rd after 36 months with an exercise price of
      US$0.444.

              
	 	 	 	
                112,500
      options issued September 19, 2006 vest 1/3rd after 12 months, 1/3rd after
      24 months and 1/3rd after 36 months with an exercise price of
      US$1.00.

              
	 	 	 	
                37,500
      options issued May 18, 2007 vest 1/3rd after 12 months, 1/3rd after 24
      months and 1/3rd after 36 months with an exercise price of
      US$0.444.

              
	 	 	 	
                37,500
      options issued May 18, 2007 vest 1/3rd after 12 months, 1/3rd after 24
      months and 1/3rd after 36 months with an exercise price of
      US$1.00.

              
	 	 	 	 
      
	7	 	
                56,250
      options issued September 19, 2006 vest 1/3rd after 12 months, 1/3rd after
      24 months and 1/3rd after 36 months with an exercise price of
      US$0.444.

              
	 	 	 	
                56,250
      options issued September 19, 2006 vest 1/3rd after 12 months, 1/3rd after
      24 months and 1/3rd after 36 months with an exercise price of
      US$1.00.

              
	 	 	 	 
      
	8	 	
                56,250
      options issued September 19, 2006 vest 1/3rd after 12 months, 1/3rd after
      24 months and 1/3rd after 36 months with an exercise price of
      US$0.444.

              
	 	 	 	
                56,250
      options issued September 19, 2006 vest 1/3rd after 12 months, 1/3rd after
      24 months and 1/3rd after 36 months with an exercise price of
      US$1.00.

              


      

    

     

    
      
        
        

      

      
        B-39

        
          

        

      

      
        
        

      

    

     

    
      
        	9	 	
                56,250
      options issued September 19, 2006 vest 1/3rd after 12 months, 1/3rd after
      24 months and 1/3rd after 36 months with an exercise price of
      US$0.444.

              
	 	 	 	
                56,250
      options issued September 19, 2006 vest 1/3rd after 12 months, 1/3rd after
      24 months and 1/3rd after 36 months with an exercise price of
      US$1.00.

              
	 	 	 	 
      
	10	 	
                150,000
      options issued May 18, 2007 vest 1/3rd after 12 months, 1/3rd after 24
      months and 1/3rd after 36 months with an exercise price of
      US$0.444.

              
	 	 	 	
                150,000
      options issued May 18, 2007 vest 1/3rd after 12 months, 1/3rd after 24
      months and 1/3rd after 36 months with an exercise price of
      US$1.00.

              
	 	 	 	 
      
	11	 	
                150,000
      options issued December 19, 2007 vest 1/3rd after 12 months, 1/3rd after
      24 months and 1/3rd after 36 months with an exercise price of
      US$0.444.

              
	 	 	 	
                150,000 options issued December
      19, 2007 vest 1/3rd after 12 months, 1/3rd after 24 months and 1/3rd after
      36 months with an exercise price of
      US$1.00.

              
	 	 	 	
                200,000
      options issued December 28, 2007 vest 1/3rd after 12 months, 1/3rd after
      24 months and 1/3rd after 36 months with an exercise price of
      US$1.00.

              
	 	 	 	 
      
	12	 	
                112,500
      options issued December 28, 2007 vest 1/3rd after 12 months, 1/3rd after
      24 months and 1/3rd after 36 months with an exercise price of
      US$1.00.

              
	 	 	 	 
      
	13	 	
                112,500
      options issued December 28, 2007 vest 1/3rd after 12 months, 1/3rd after
      24 months and 1/3rd after 36 months with an exercise price of
      US$1.00.

              
	 	 	 	 
      
	14	 	
                400,000
      options issued February 18, 2008 vest 1/3rd after 12 months, 1/3rd after
      24 months and 1/3rd after 36 months with an exercise price of
      US$1.00.

              
	 	 	 	 
      
	15	 	
                 250,000
      options issued May 29, 2008 vest 1/3rd after 12 months, 1/3rd after 24
      months and 1/3rd after 36 months with an exercise price of
      US$1.00.

              
	 	 	 	 
      
	16	 	
                112,500
      options issued May 29, 2008 vest 1/3rd after 12 months, 1/3rd after 24
      months and 1/3rd after 36 months with an exercise price of
      US$1.00.

              


      

    

     

    
      
        
        

      

      
        B-40

        
          

        

      

      
        
        

      

    

     

    
      	
              LEGEND
      INTERNATIONAL HOLDINGS, INC

            	 	 	 
	 
      	 	 	 
	
              REGISTER
      OF OPTION HOLDERS AS AT MAY 31, 2008

            	 	 	 
	 
      	 	 	 
	
              Name

            	 	
              Options

            	 
	 
      	 	
              Held

            	 
	 
      	 	 	 
	 
      	 	 	 
	
              Pinchas
      T Althaus

            	 	 	230,100	 
	 
      	 	 	 	 
	
              Curtiss
      H Borglund SR

            	 	 	45,000	 
	 
      	 	 	 	 
	
              Ray
      G Buckles

            	 	 	9,000	 
	 
      	 	 	 	 
	
              Patrick
      Connolly

            	 	 	18,000	 
	 
      	 	 	 	 
	
              Betty
      Jean Cowan

            	 	 	9,000	 
	 
      	 	 	 	 
	
              Neill
      M Dalrymple JR

            	 	 	9,000	 
	 
      	 	 	 	 
	
              Jeff
      Deell

            	 	 	22,500	 
	 
      	 	 	 	 
	
              E*Trade
      Clearing LLC

            	 	 	196,650	 
	 
      	 	 	 	 
	
              Walter  H
      Ebert

            	 	 	27,000	 
	 
      	 	 	 	 
	
              Carl
      J Fleigelman

            	 	 	9,000	 
	 
      	 	 	 	 
	
              Brett
      Glavich

            	 	 	9,000	 
	 
      	 	 	 	 
	
              David
      Glavich

            	 	 	105,000	 
	 
      	 	 	 	 
	
              Joshua
      Glavich

            	 	 	9,000	 
	 
      	 	 	 	 
	
              Norman
      Goldman

            	 	 	9,000	 
	 
      	 	 	 	 
	
              Goldman
      Sachs Execution & Clearing LP

            	 	 	2,250	 
	 
      	 	 	 	 
	
              Martin
      Hagenson

            	 	 	9,000	 
	 
      	 	 	 	 
	
              Harold
      A Havekotte

            	 	 	45,000	 
	 
      	 	 	 	 
	
              Walter
      Ho & Helen Ho

            	 	 	9,000	 
	 
      	 	 	 	 
	
              John
      A Hudak

            	 	 	9,000	 
	 
      	 	 	 	 
	
              John
      R Ingram

            	 	 	9,000	 
	 
      	 	 	 	 
	
              Ms
      Suo Lee

            	 	 	22,500	 


    

     

    
      
        
        

      

      
        B-41

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Merrill
      Lynch Pierce Fenner & Smith Inc

              	 	 	54,000	 
	 
      	 	 	 	 
	
                Morgan
      Stanley DW Inc

              	 	 	2,250	 
	 
      	 	 	 	 
	
                National
      Financial Services LLC

              	 	 	20,250	 
	 
      	 	 	 	 
	
                National
      Investor Services Corp

              	 	 	9,000	 
	 
      	 	 	 	 
	
                Kumar
      Patel

              	 	 	9,000	 
	 
      	 	 	 	 
	
                Penson
      Financial Services, Inc

              	 	 	87,750	 
	 
      	 	 	 	 
	
                Preston
      Family Trust

              	 	 	18,000	 
	 
      	 	 	 	 
	
                Monica
      Preston

              	 	 	9,000	 
	 
      	 	 	 	 
	
                Jeffery
      Puckett

              	 	 	54,000	 
	 
      	 	 	 	 
	
                RBC
      Dain Rauscher Inc

              	 	 	179,460	 
	 
      	 	 	 	 
	
                Joel
      H Robinson

              	 	 	9,000	 
	 
      	 	 	 	 
	
                Gregory
      A Sablic

              	 	 	18,000	 
	 
      	 	 	 	 
	
                Dinesh
      V Sheth

              	 	 	9,000	 
	 
      	 	 	 	 
	
                Richard
      Slade

              	 	 	27,000	 
	 
      	 	 	 	 
	
                Duane
      A Smith

              	 	 	9,000	 
	 
      	 	 	 	 
	
                Southwest
      Securities Inc

              	 	 	1,350	 
	 
      	 	 	 	 
	
                Darian
      S Tenace

              	 	 	45,000	 
	 
      	 	 	 	 
	
                UBS
      Financial Services Inc CDN FBO

              	 	 	37,800	 
	 
      	 	 	 	 
	
                Union
      Valoren AG

              	 	 	67,500	 
	 
      	 	 	 	 
	
                Vernon
      Wong

              	 	 	18,000	 
	 
      	 	 	 	 
	
                CMS
      Capital

              	 	 	251,400	 
	 
      	 	 	 	 
	
                Ameritrade,
      Inc

              	 	 	75,870	 
	 
      	 	 	 	 
	 
      	 	 	1,824,630	 


      

    

     

    The
options were issued as a bonus issue on the basis of two options for every one
share of common stock held. Exercise price US$0.111. Latest exercise date
December 31, 2012. No vesting.

     

    
      
        
        

      

      
        B-42

        
          

        

      

      
        
        

      

    

     

    Under the
terms of the options, if the Company receive exercise notices for options during
the month, the exercise date is the end of the month. During May 2008, the
Company has received notice from option holders to exercise 231,000 options and
this exercise will occur at the end of May 2008.  Some are using the
cashless exercise feature so the Company cannot confirm the number of shares of
common stock to be issued yet. Schedule 8.C(1) and 8.C(5) are prepared as of May
29, 2008 and include the options that will be exercised at the end of the
month.

     

    
      
        
        

      

      
        B-43

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
8.M(2)

     

    MINING
RIGHTS

     

    
      
        	
                Lease

              	
                Lease
      Status

              	
                Project

              	
                State

              	
                Joint
      Venture

              	
                Comments

              
	 
      	 
      	 
      	 
      	 
      	 
      
	
                EPM14905

              	
                Granted

              	
                Quita
      Creek

              	
                Queensland

              	
                King
      Eagle

              	
                Legend
      earning 80% interest in Phosphate only

              
	
                EPM14906

              	
                Granted

              	
                Highland
      Plains

              	
                Queensland

              	
                King
      Eagle

              	
                Legend
      earning 80% interest in Phosphate only

              
	
                EPM14912

              	
                Granted

              	
                Lily
      Creek

              	
                Queensland

              	
                King
      Eagle

              	
                Legend
      earning 80% interest in Phosphate only

              
	
                EPM14753

              	
                Granted

              	
                D-Tree

              	
                Queensland

              	 
      	 
      
	
                EPM17333

              	
                Application

              	
                Thorntonia

              	
                Queensland

              	 
      	 
      
	
                EPM17334

              	
                Application

              	
                Lady
      Annie

              	
                Queensland

              	 
      	 
      
	
                EPM17330

              	
                Application

              	
                Lady
      Jane

              	
                Queensland

              	 
      	 
      
	
                EPM17437

              	
                Application

              	
                West
      Thornton Creek

              	
                Queensland

              	 
      	 
      
	
                EPM17441

              	
                Application

              	
                Johnstones
      Creek

              	
                Queensland

              	 
      	 
      
	
                EPM17443

              	
                Application

              	
                East
      Galah Creek

              	
                Queensland

              	 
      	 
      
	
                EPM17446

              	
                Application

              	
                Epsom
      Creek

              	
                Queensland

              	 
      	 
      
	
                EPM17447

              	
                Application

              	
                Lady
      Annie East

              	
                Queensland

              	 
      	 
      
	
                EL22244

              	
                Granted

              	
                Foelsche

              	
                Northern
      Territory

              	 
      	 
      
	
                EL22245

              	
                Granted

              	
                Foelsche

              	
                Northern
      Territory

              	 
      	 
      
	
                EL22246

              	
                Granted

              	
                Selby

              	
                Northern
      Territory

              	 
      	 
      
	
                EL22247

              	
                Granted

              	
                Selby

              	
                Northern
      Territory

              	 
      	 
      
	
                EL22251

              	
                Granted

              	
                Selby

              	
                Northern
      Territory

              	 
      	 
      
	
                EL22252

              	
                Granted

              	
                Selby

              	
                Northern
      Territory

              	 
      	 
      
	
                EL22295

              	
                Granted

              	
                Cox

              	
                Northern
      Territory

              	 
      	 
      
	
                EL22296

              	
                Granted

              	
                Cox

              	
                Northern
      Territory

              	 
      	 
      
	
                EL22297

              	
                Granted

              	
                Cox

              	
                Northern
      Territory

              	 
      	 
      
	
                EL22351

              	
                Granted

              	
                Foelsche

              	
                Northern
      Territory

              	 
      	 
      
	
                EL23116

              	
                Granted

              	
                Abner
      Range

              	
                Northern
      Territory

              	 
      	 
      
	
                EL23117

              	
                Granted

              	
                Abner
      Range

              	
                Northern
      Territory

              	 
      	 
      
	
                EL23118

              	
                Granted

              	
                Abner
      Range

              	
                Northern
      Territory

              	 
      	 
      
	
                EL23119

              	
                Granted

              	
                Foelsche

              	
                Northern
      Territory

              	 
      	 
      
	
                EL23121

              	
                Granted

              	
                Foelsche

              	
                Northern
      Territory

              	 
      	 
      


      

    

     

    
      
        
        

      

      
        B-44

        
          

        

      

      
        
        

      

    

     

    
      
        	
                EL23126

              	
                Granted

              	
                Cox

              	
                Northern
      Territory

              	 
      	 
      
	
                EL23510

              	
                Granted

              	
                Foelsche

              	
                Northern
      Territory

              	 
      	 
      
	
                EL23511

              	
                Granted

              	
                Foelsche

              	
                Northern
      Territory

              	 
      	 
      
	
                EL23512

              	
                Granted

              	
                Foelsche

              	
                Northern
      Territory

              	 
      	 
      
	
                EL23513

              	
                Granted

              	
                Abner
      Range

              	
                Northern
      Territory

              	 
      	 
      
	
                EL23514

              	
                Granted

              	
                Abner
      Range

              	
                Northern
      Territory

              	 
      	 
      
	
                EL23515

              	
                Granted

              	
                Foelsche

              	
                Northern
      Territory

              	 
      	 
      
	
                EL25491

              	
                Granted

              	
                Foelsche

              	
                Northern
      Territory

              	 
      	 
      
	
                EL25616

              	
                Granted

              	
                Foelsche

              	
                Northern
      Territory

              	 
      	 
      
	
                EL25617

              	
                Granted

              	
                Foelsche

              	
                Northern
      Territory

              	 
      	 
      
	
                EL26175

              	
                Granted

              	
                Foelsche

              	
                Northern
      Territory

              	 
      	 
      
	
                EL26176

              	
                Granted

              	
                Foelsche

              	
                Northern
      Territory

              	 
      	 
      
	
                EL26177

              	
                Granted

              	
                Foelsche

              	
                Northern
      Territory

              	 
      	 
      
	
                EL26360

              	
                Granted

              	
                Selby

              	
                Northern
      Territory

              	 
      	 
      
	
                EL22294

              	
                Application

              	
                Cox

              	
                Northern
      Territory

              	 
      	 
      
	
                EL22299

              	
                Application

              	
                Cox

              	
                Northern
      Territory

              	 
      	 
      
	
                EL23127

              	
                Application

              	
                Cox

              	
                Northern
      Territory

              	 
      	 
      
	
                EL23162

              	
                Application

              	
                Cox

              	
                Northern
      Territory

              	 
      	 
      
	
                EL25486

              	
                Application

              	
                Cox

              	
                Northern
      Territory

              	 
      	 
      
	
                EL25612

              	
                Application

              	
                Cox

              	
                Northern
      Territory

              	 
      	 
      
	
                EL25613

              	
                Application

              	
                Cox

              	
                Northern
      Territory

              	 
      	 
      
	
                EL25614

              	
                Application

              	
                Cox

              	
                Northern
      Territory

              	 
      	 
      
	
                EL25615

              	
                Application

              	
                Cox

              	
                Northern
      Territory

              	 
      	 
      
	
                EL25629

              	
                Application

              	
                Cox

              	
                Northern
      Territory

              	 
      	 
      
	
                EL26406

              	
                Application

              	
                Foelsche

              	
                Northern
      Territory

              	 
      	 
      
	
                EL26495

              	
                Application

              	
                Foelsche

              	
                Northern
      Territory

              	 
      	 
      
	
                EL26507

              	
                Application

              	
                Foelsche

              	
                Northern
      Territory

              	 
      	 
      
	
                EL26509

              	
                Application

              	
                Foelsche

              	
                Northern
      Territory

              	 
      	 
      
	
                EL26514

              	
                Application

              	
                Cox

              	
                Northern
      Territory

              	 
      	 
      
	
                EL26515

              	
                Application

              	
                Cox

              	
                Northern
      Territory

              	 
      	 
      
	
                EL26528

              	
                Application

              	
                Foelsche

              	
                Northern
      Territory

              	 
      	 
      


      

    

     

    
      
        
        

      

      
        B-45

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
8.Q

    


    In
December 2004, the Company entered into an agreement with AXIS Consultants Pty
Ltd to provide geological, management and administration services to the
Company.  AXIS is affiliated through common management. We are one of
four affiliated companies.  Each of the companies has some common
Directors, officers and shareholders.  In addition, each of the
companies is substantially dependent upon AXIS for its senior management and
certain mining and exploration staff.  A number of arrangements and
transactions have been entered into from time to time between such
companies.  It has been the intention of the affiliated companies and
respective Boards of Directors that each of such arrangements or transactions
should accommodate the respective interest of the relevant affiliated companies
in a manner which is fair to all parties and equitable to the shareholders of
each. Currently, there are no material arrangements or planned transactions
between the Company and any of the other affiliated companies other than
AXIS.

     

    AXIS is a
company owned by its public companies (including Legend) and any profits
generated by AXIS are returned to its shareholders in the form of
dividends.

     

    AXIS is
paid by each company for the costs incurred by it in carrying out the
administration function for each such company.  Pursuant to the
Service Agreement, AXIS performs such functions as payroll, maintaining employee
records required by law and by usual accounting procedures, providing insurance,
legal, human resources, company secretarial, land management, certain
exploration and mining support, financial, accounting advice and
services.  AXIS procures items of equipment necessary in the conduct
of the business of the Company.  AXIS also provides for the Company
various services, including but not limited to the making available of office
supplies, office facilities and any other services as may be required from time
to time by the Company as and when requested by the Company.

     

    We are
required to reimburse AXIS for any direct costs incurred by AXIS for the
Company.  In addition, we are required to pay a proportion of AXIS’s
overhead cost based on AXIS’s management estimate of our utilisation of the
facilities and activities of AXIS plus a service fee of not more than 15% of the
direct and overhead costs. Amounts invoiced by AXIS are required to be paid by
us.  We are also not permitted to obtain from sources other than AXIS,
and we are not permitted to perform or provide ourselves, the services
contemplated by the Service Agreement, unless we first requests AXIS to provide
the service and AXIS fails to provide the service within one month.

     

    The
Service Agreement may be terminated by AXIS or us upon 60 days prior
notice.  If the Service Agreement is terminated by AXIS, we would be
required to independently provide, or to seek an alternative source of
providing, the services currently provided by AXIS.  There can be no
assurance that we could independently provide or find a third party to provide
these services on a cost-effective basis or that any transition from receiving
services under the Service Agreement will not have a material adverse effect on
us.  Our inability to provide such services or to find a third party
to provide such services may have a material adverse effect on our
operations.

     

    In
accordance with the Service Agreement AXIS provides the Company with the
services of our Chief Executive Officer, Chief Financial Officer, geologists and
clerical employees, as well as office facilities, equipment, administrative and
clerical services. We pay AXIS for the actual costs of such facilities plus a
maximum service fee of 15%.

     

    
      
        
        

      

      
        B-46

        
          

        

      

      
        
        

      

    

     

    During
2006, AXIS charged the Company A$203,664 in management fees and administration
services, A$212,679 for exploration services provided to the Company, charged
interest of A$13,498 on the outstanding balance, loaned us $4,500 and the
Company repaid A$180,000. AXIS charged interest at a rate of between 9.35% and
10.10% for 2006. AXIS did not charge a service fee for 2006. The amount owed to
AXIS at December 31, 2006 was A$312,253.  During 2007, AXIS charged
the Company A$1,126,311 in management fees including salaries incurred in
relation to AXIS staff that provided services to the Company, A$834,552 for
exploration services provided to the Company, A$151,800 for asset usage,
interest of A$14,683 and we repaid A$2,432,687. AXIS charged interest at a rate
of 10.10% for 2007. The amount owed to AXIS at December 31, 2007 was
A$6,912.

     

    Wilzed Pty
Ltd, a company associated with President and CEO of the Company, Joseph Gutnick,
has paid expenses on behalf of the Company and has provided loan funds to enable
the Company to meet its liabilities. During the 2006 fiscal year, Wilzed loaned
A$324,951 and charged A$3,588 in interest, and we repaid $336,081. The amount
owed at December 31, 2006 was A$nil. Wilzed charged interest at a rate of
between 9.35% and 9.85% for 2006.

     

    
      
        
        

      

      
        B-47

        
          

        

      

      
        
        

      

    

     

    APPENDIX
“A”

     

    TERMS
FOR OFFERING TO U.S. PURCHASERS

     

    UNITED
STATES OFFERS AND SALES

     

    As used in
this Appendix “A”, capitalized terms used herein and not defined herein shall
have the meaning ascribed thereto in the Agency Agreement to which this Appendix
is attached and the following terms shall have the meanings
indicated:

     

    (a)           “Accredited
Investor” means “accredited investor” as defined in Rule 501(a) of Regulation D
adopted pursuant to the U.S. Securities Act;

     

    (b)           “Directed
Selling Efforts” means directed selling efforts as that term is defined in
Regulation S.  Without limiting the foregoing, but for greater clarity
in this Appendix, it means, subject to the exclusions from the definition of
directed selling efforts contained in Regulation S, any activity undertaken for
the purpose of, or that could reasonably be expected to have the effect of,
conditioning the market in the United States for any of the Common Shares, and
includes the placement of any advertisement in a publication with a general
circulation in the United States that refers to the offering of the Common
Shares;

     

    (c)           “Foreign
Issuer” means a foreign issuer as that term is defined in Regulation
S.  Without limiting the foregoing, but for greater clarity in this
Schedule, it means any issuer which is (a) the government of any foreign country
or of any political subdivision of a foreign country; or (b) a corporation or
other organization incorporated under the laws of any foreign country, except an
issuer meeting the following conditions:  (1) more than 50 percent of
the outstanding voting securities of such issuer are held of record either
directly or through voting trust certificates or depositary receipts by
residents of the United States; and (2) any of the following:  (i) the
majority of the executive officers or directors are United States citizens or
residents, (ii) more than 50 percent of the assets of the issuer are located in
the United States, or (iii) the business of the issuer is administered
principally in the United States;

     

    (d)           “General
Solicitation” or “General Advertising” means “general solicitation or general
advertising”, as used under Rule 502(c) of Regulation D. Without limiting the
foregoing, but for greater clarity, General Solicitation or General Advertising
includes, but is not limited to, any advertisements, articles, notices or other
communications published in any newspaper, magazine or similar media or
broadcast over radio, internet or television, or any seminar or meeting whose
attendees had been invited by General Solicitation or General
Advertising;

     

    (e)           “Regulation
D” means Regulation D adopted by the SEC under the U.S. Securities
Act;

     

    (f)           “Regulation
S” means Regulation S adopted by the SEC under the U.S. Securities
Act;

     

    (g)           “SEC”
means the United States Securities and Exchange Commission;

     

    (h)           “Selling
Dealer Group” means dealers or brokers other than the Agents and their U.S.
affiliates who participate in the offer and sale of the Common Shares pursuant
to the Agency Agreement;

     

    
      
        
        

      

      
        B-48

        
          

        

      

      
        
        

      

    

     

    (i)           “Substantial
U.S. Market Interest” means “substantial U.S. market interest” as that term is
defined in Regulation S;

     

    (j)           “U.S.
Exchange Act” means the United States Securities Exchange Act of 1934, as
amended;

     

    (k)           “U.S.
Person” means a U.S. Person as that term is defined in Regulation
S.

     

    (l)           “U.S.
Securities Act” means the United States Securities Act of 1933, as amended;
and

     

    (m)           “United
States” means the United States of America, its territories and possessions, any
state of the United States, and the District of Columbia.

     

    
      
        
        

      

      
        B-49

        
          

        

      

      
        
        

      

    

     

    Representations,
Warranties and Covenants of the Agents

     

    The Agents
acknowledge that the Common Shares have not been and will not be registered
under the U.S. Securities Act or the securities laws of any state and may be
offered and sold within the United States or to, or for the account or benefit
of, U.S. Persons only in transactions exempt from or not subject to the
registration requirements of the U.S. Securities Act and any applicable state
securities laws.  Accordingly, each Agent represents, warrants and
covenants to and with the Company that:

     

    1.           It
has not offered or sold, and will not offer or sell, any Common Shares except
(a) in an offshore transaction in accordance with Rule 903 of Regulation S or
(b) within the United States as provided in paragraphs 2 through 9
below.  Accordingly, none of the Agents, its affiliates, any persons
acting on its behalf, or any member of the Selling Dealer Group have made or
will make (except as permitted in paragraphs 2 through 9 below) (i) any offer to
sell or any solicitation of an offer to buy, any Common Shares to any person or
U.S. Person in the United States, (ii) any sale of Common Shares to any
purchaser unless, at the time the buy order was or will have been originated,
the purchaser was outside the United States and not a U.S. Person, or such
Agents, affiliate or person acting on behalf of either, reasonably believed that
such purchaser was outside the United States and not a U.S. Person, or (iii) any
Directed Selling Efforts in the United States with respect to the Common
Shares.  Terms used in this paragraph have the meanings given to them
by Regulation S.

     

    2.           It
has not entered and will not enter into any contractual arrangement with respect
to the distribution of the Common Shares, except with its affiliates, any
members of the Selling Dealer Group or with the prior written consent of the
Company.

     

    3.           All
offers and sales of Common Shares in the United States shall be made through one
or more of the Agents’ U.S. registered broker-dealer affiliates in compliance
with all applicable U.S. broker-dealer requirements.

     

    4.           Offers
and sales of Common Shares in the United States shall not be made (i) by any
form of General Solicitation or General Advertising, including advertisements,
articles, notices or other communications published in any newspaper, magazine,
or similar media or broadcast over radio, television, or Internet, or any
seminar or meeting whose attendees had been invited by general solicitation or
general advertising or (ii) in any manner involving a public offering within the
meaning of Section 4(2) of the U.S. Securities Act.

     

    5.           Any
offer, sale or solicitation of an offer to buy Common Shares that has been made
or will be made in the United States was or will be made only to Accredited
Investors in accordance with the requirements of Rule 506 of Regulation D in
transactions that are exempt from registration under the U.S. Securities Act and
applicable state securities laws.

     

    6.           The
Agents acting through its U.S. registered broker-dealer affiliates, may offer
the Common Shares in the United States only to offerees they have reasonable
grounds to believe are Accredited Investors and immediately prior to making any
such offer had reasonable grounds to believe and did believe that each offeree
was an Accredited Investor, and on the date hereof, they continue to believe
that each U.S. Purchaser is an Accredited Investor.

     

    7.           Prior
to any sales of Common Shares in the United States, it shall cause each U.S.
Purchaser thereof to sign and deliver a U.S. Subscription
Agreement.

     

    
      
        
        

      

      
        B-50

        
          

        

      

      
        
        

      

    

     

    8.           It
will inform, and cause its U.S. registered broker-dealer affiliate to inform,
all purchasers of the Common Shares in the United States that the Common Shares
have not been and will not be registered under the U.S. Securities Act and are
being sold to them without registration under the U.S. Securities Act in
reliance on Rule 506 of Regulation D.

     

    
      
        
        

      

      
        B-51

        
          

        

      

      
        
        

      

    

     

    Representations,
Warranties and Covenants of the Company

     

    The
Company represents, warrants, covenants and agrees that:

     

    1.           Except
with respect to offers and sales within the United States to Accredited
Investors, in reliance upon any exemption from registration under Regulation D,
neither the Company nor any of its affiliates, nor any person acting on its
behalf, has made or will make: (A) any offer to sell, or any solicitation of an
offer to buy, any Common Shares to a person or U.S. Person in the United States;
or (B) any sale of Common Shares unless, at the time the buy order was or will
have been originated, the purchaser is (i) outside the United States and not a
U.S. Person or (ii) the Company, its affiliates, and any person acting on their
behalf reasonably believes that the purchaser is outside the United States and
not a U.S. Person.

     

    2.           During
the period in which the Common Shares are offered for sale, neither it nor any
of its affiliates, nor any person acting on its or their behalf (i) has engaged
in or will engage in any form of general solicitation or general advertising (as
those terms are used in Regulation D) with respect to offers or sales of the
Common Shares in the United States, including advertisements, articles, notices
or other communications published in any newspaper, magazine or similar media,
or broadcast over radio, television, or the Internet, or any seminar or meeting
whose attendees have been invited by general solicitation or general
advertising; or (ii) has engaged in any Directed Selling Efforts with respect to
offers and sales of Common Shares in the United States.

     

    3.           The
Company has not offered or sold and will not offer or sell, any securities in a
manner that would be integrated with the offer and sale of the Common Shares and
would cause the exemption from registration set forth in Rule 506 of Regulation
D to become unavailable with respect to the offer and sale of the Common Shares
to the U.S. Purchasers.

     

    4.           The
Company is not, and will not be, as a result of the sale of the Common Shares,
an investment company that is or is required to be registered under the United
States Investment Company Act of 1940, as amended.

     

    5.           Neither
the Company nor any of its predecessors or affiliates has been subject to any
order, judgment, or decree of any court of competent jurisdiction temporarily,
preliminarily or permanently enjoining such person from reliance upon Regulation
D.

     

    6.           Neither
the Company, nor any of its affiliates, nor any person acting on its or their
behalf, has paid or will pay any commission or other remuneration, directly or
indirectly for soliciting the purchase of the Common Shares, except pursuant to
this agreement.

     

    7.           Except
with respect to the offer and sale of the Common Shares offered hereby, the
Company has not, for a period of six (6) months prior to the date hereof sold,
offered for sale or solicited any offer to buy any of its securities in the
United States in a manner that would be integrated with the offer and sale of
Common Shares and would cause the exemption from registration set forth in Rule
506 of Regulation D to become unavailable with respect to the offer and sale of
the Common Shares.

     

    
      
        
        

      

      
        B-52

        
          

        

      

      
        
        

      

    

     

    APPENDIX
“B”

     

    LOCK-UP
AGREEMENT

     

    


     

    _____________________,
2008

     

    


     

    BMO
Nesbitt Burns Inc. (“BMO”)

    Wellington
West Capital Markets Inc.

    BBY
Ltd.  (the “Agents”)

     

    c/o BMO
Nesbitt Burns Inc.

    1 First
Canadian Place

    100 King
Street West, 4th Floor

    Toronto,
Ontario M5X 1H3

    Canada

     

    Re:           Legend
International Holdings, Inc. – Lock up Agreement

     

    Ladies and
Gentlemen:

     

    The
undersigned understands that the Agents have entered into an Agency Agreement
dated June __, 2008 (the “Agency Agreement”) with Legend International Holdings,
Inc. (the “Company”) providing for an offering (the “Offering”) of Common Shares
(the “Common Shares”).  Initially capitalized terms not otherwise
defined herein shall have the meaning given to them in the Agency
Agreement.

     

    In
consideration of the benefit that the Offering will confer upon the undersigned,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the undersigned agrees that from the execution of
the Agency Agreement for a period of 360 days, the undersigned agrees that he
shall not (i) acquire, transfer or dispose of any Common Shares or other
securities of the Company over which he has beneficial ownership, or control or
direction, in whole or in part, or enter into any agreement or arrangement in
respect of the foregoing, or (ii) enter into any agreement or arrangement under
which any of the economic consequences of his ownership of Common Shares, are
transferred or acquired by another person or company, whether that agreement or
arrangement may be settled by the delivery of Common Shares or other securities
or cash, or agree to become bound to do any of the foregoing, or (iii) disclose
to the public any intention to do any of the foregoing, in each case without
BMO’s written consent.

     

    The
undersigned understands that the Agents are relying upon this Lock-Up Agreement
in proceeding toward consummation of the Offering.  The undersigned
further understands that this Lock-Up Agreement is irrevocable and shall be
binding upon the undersigned’s legal representatives, successors, and assigns,
and shall enure to the Agents and their legal representatives, successors and
assigns.

     

    Notwithstanding
the foregoing, the Gutnick Group shall not be prohibited from:

     

    (i) Selling Common Shares to an
industry participant such as a mining company or fertilizer manufacturer or user
in an off-market transaction;

     

    
      
        
        

      

      
        B-53

        
          

        

      

      
        
        

      

    

     

    (ii)  Selling up to 2,000,000
Common Shares commencing 180 days after the Closing Date; provided that BMO
shall have the right to act as the broker for any sales that are made on market;
and

     

    (iii)  Selling Common Shares
in response to a takeover offer for all of the outstanding Common Shares of the
Company.

     

    Very truly yours,

     

    


     

    


     

    


     

    


     

    


     

    Number of
Common
Shares:                                           ________________

     

     

    
      
        
        

      

      
        B-54

        
          

        

      

      
        
        

      

    

     

    APPENDIX
“C”

     

    MINERAL
PROJECTS DESCRIPTION

     

    The Legend
landholdings, prospective for phosphate, diamonds and base metals cover 40,525
square acres in Queensland, Australia and 4.7 million square acres in the
Northern Territory, Australia. In Queensland, Legend’s holdings are historical
phosphate deposits located in the Mt. Isa district, along the margin of the
Georgina Basin which is host to major base metal and phosphate
deposits.

     

    Legend’s
mining tenements are divided into the following project areas:

    
      
        	 	
                ·

              	
                Phosphate
      Projects:

              
	 	
                 

              	
                ▪ the
      Queensland Phosphates &

              
	 	
                 

              	
                ▪ Selby
      Project, Northern Territory.

              
	 	 
      	 
      
	 	
                ·

              	
                Diamond
      Projects:

              
	 	
                 

              	
                ▪ The
      Foelsche Project encompassing:

              
	 	
                 

              	
                ▪ McArthur
      River, Northern Territory.

              
	 	
                 

              	
                ▪ Glyde
      River, Northern Territory.

              
	 	
                 

              	
                ▪ Foelsche,
      Northern Territory

              
	 	
                 

              	
                ▪ Abner
      Range, Northern Territory.

              
	 	
                 

              	
                ▪ Cox,
      Northern Territory.

              
	 	 
      	 
      
	 	
                ·

              	
                All
      of these project areas are also prospective for Base
    Metals.

              


      

    

    
 

    Queensland
Projects

     

    Geological
History of the Georgina Basin of Queensland.

     

    The
Georgina Basin hosts a number of phosphorate deposits near Mt Isa. In
particular, the Beetle Creek Formation and Thorntonia Limestone contain three
key phosphatic lithologies: pelletal, microsphorite and replacement-types. The
Lady Annie, Lady Jane, D-Tree & Thorntonia phosphate deposits lie within the
Beetle Creek Formation and its lateral facies equivalents. (Howard,
1986)

     

    The Inca
Formation is the youngest unit, composed of  laminated siltstones and
shales and conformably overlies Thorntonia Limestone. The Thorntonia Limestone
is a dolomitic limestone with increasing chert bands toward top. It is the
lateral facies equivalent to the Beetle Creek Formation, with which it
intertongues. The Beetle Creek Formation hosts the phosphate deposits, composed
predominately of interbedded coarse to fine grained phosphorites, siltstone,
claystone, chert and some descrete carbonate lenses. Locally, karst-like
surfaces are filled with chalky high-grade phosphate that appear to replace the
underlying limestone. This unit conformably and gradationally overlies Mt Hendry
Formation which is a discontinuous conglomerate and sandstone. (Cook &
Elgueta, 1986)

     

    All the
deposits formed under coastal, shallow marine conditions. These Cambrian
sediments are covered by up to 71m of Mesozoic claystone and sandstone and
Cainozoic alluvium and eluvium. Coarse to medium grained skeletal-ovulitic
grainstone and packstone phosphorites are thought to have formed through
reworking, transport and accumulation grains.  Phosphatic
microsphorite are thought to have formed from the suspension of very fine
grained detrital material or precipitation from the water column in very shallow
supratidal areas. (Cook & Elgueta, 1986) The replacement phosphates are
thought to have occurred due to post-depositional phosphate replacement of
carbonate, such as found at D-Tree.

     

    
      
        
        

      

      
        B-55

        
          

        

      

      
        
        

      

    

     

    Exploration
History and Forward Work Program

     

    The Lady
Annie, Lady Jane, D-Tree & Thorntonia phosphate deposits are located
approximately 130km north west of Mt Isa in the Georgina Basin. The historically
published deposits lie within the same geological rock unit and their size and
tonnages are as follows:

     

    
      	
              Deposit

            	
              Classification

            	
              Estimated
      million tonnes

            	
              %
      P2O5

            
	
              Lady
      Annie

            	
              Non-reserve
      mineralized material*

            	
              293

            	
              16.6
      1

            
	
              Lady
      Jane

            	
              Non-reserve
      mineralized material*

            	
              193

            	
              17.6
      1

            


    

    


    * Such
non-reserve mineralized material would not qualify as a reserve until a
comprehensive evaluation based upon unit cost, grade, recoveries and other
material factors concludes being both legal and economic
feasibility

    


    Source of
Information

    Historically
published resources & reserves in Queensland  Minerals Mines &
Projects, 4th
Edition. From:1 1990
Freeman, M.J., Shergold, J.H., Morris, D.G., & Walter, M.R. Late Proterozoic
And Palaeozoic Basins of Central and Northern Australia- Regional Geology And
Mineralisation. 21996
Draper, J.J Phosphate- Queensland Mineral Commodity Report, Queensland
Government Mining Journal, 97 (1131) 14-25.

    


    Past
feasibility studies by BH South Ltd (Rogers J.K, 1988) occurred in 1974 on a
phosphate rock beneficiation plant and slurry pipeline to the Queensland coast.
Beneficiation test shafts and mining scale trenches were dug. A pilot plant
built in 1973 produced 34% P205 concentrate at Lady Annie from 17% P205 rock
(Cook, P.J. 1989). Feasiblity was concluded at that time at a production rate of
4-5 million tonnes per year (Cook, P.J. 1989).

     

    A thorough
Open File Historical data review has commenced. Past exploration and reserve
estimation data is being acquired and compiled into a global database for use in
re-validating the past surveys, drilling and sampling. Appropriate Heritage,
Environmental and Proposals for Works approvals are being sought. A detailed
field sampling and drilling program is being developed in full awareness of
quality control and compliance procedures to verify past data and re-establish
the volumes and percentage of phosphate in these deposits. It is anticipated
that fieldwork will commence mid 2008.

     

    
      
        
        

      

      
        B-56

        
          

        

      

      
        
        

      

    

    Scoping
Study

    


    On April
16, 2008 the Company released a phosphate rock preliminary scoping study on its
phosphate projects in Queensland conducted by British Sulphur, a division of CRU
International.

     

    British
Sulphur, the leading business consultancy in the fertilizer and inorganic
chemical sector for over 50 years, have prepared initial project capital and
operating costs assuming sale prices for phosphate of US$100 per tonne fob,
US$200 per tonne fob, US$300 per tonne fob and  US$400 per tonne fob.
In March 2008, sales of Moroccan product at US$400 per tonne fob Morocco have
been recorded.

     

    The report
sets out the following gross earnings estimates (US$ millions) for the
project:

     

    
      
        	 
      	 	
                Current
      price case

                fob

                US$400/t
      rock

              	 	 	
                Base
      case

                fob

                 US$200/t
      rock

              	 	 	
                High
      case

                fob

                 US$300/t
      rock

              	 	 	
                Worst
      case

                fob

                 US$100/t
      rock

              	 
	
                Capital
      Cost(1)

              	 	 	826.6	 	 	 	826.6	 	 	 	826.6	 	 	 	826.6	 
	
                Annual
      Revenue

              	 	 	2,000.0	 	 	 	1,000.0	 	 	 	1,500.0	 	 	 	500.0	 
	
                Annual
      Costs

              	 	 	298.4	 	 	 	298.4	 	 	 	298.4	 	 	 	298.4	 
	
                Annual
      Gross Earnings

              	 	 	1,701.7	 	 	 	701.7	 	 	 	1,201.7	 	 	 	201.7	 


      

    

     

    
      	
              (1)  

            	
              capital
      costs include a 15% contingency.

            


    

    
      	
              (2)  

            	 


    

    


    Legend
International Holdings has historically defined phosphate deposits of 1,463
million tonnes at 16% P2O5 on its Queensland land holdings. British Sulphur has
completed the preliminary scoping study based on the following:

     

    
      	
              ·  

            	
              a 10
      million tonne per year phosphate rock mine
site

            


    

     

    
      	
              ·  

            	
              a
      beneficiation plant  generating 5 million tonne per year
      phosphate rock concentrate

            


    

     

    
      	
              ·  

            	
              a
      300 kilometre slurry pipeline from Lady Annie to the Port of
      Karumba

            


    

     

    
      	
              ·  

            	
              the
      development of a drying facility, plus loading and berthing areas at the
      Port of Karumba

            


    

     

    
      	
              ·  

            	
              barge
      transfers from shallow draught barges out to larger vessels moored off the
      coast in the Karumba Roadstead waters ready to ship product to
      Asia.

            


    

     

    The
Company will be commencing the revalidation of historical deposit estimates by
drilling a number of twin holes across representative samples throughout the
deposit zone, revalidating the metallurgical testwork by sending bench and pilot
plant scale samples to an independent external engineering company to develop a
flow sheet and final plant design, and conducting a full technical feasibility
study and environmental impact statement.

     

    
      
        
        

      

      
        B-57

        
          

        

      

      
        
        

      

    

     

    Offtake
Agreement

     

    On May 5,
2008 the Company announced that it had entered into a long term offtake and
supply agreement for a minimum of 3 million tonnes annually of concentrated rock
phosphate from its Lady Annie project in Queensland, Australia, with Indian
Farmers Fertiliser Cooperative Limited (“IFFCO”). Legend and IFFCO have decided
to pursue the Project in Joint Venture, the terms of which are under
discussion.

     

    IFFCO is
India’s largest fertilizer enterprise, a cooperative with over 50 million
farmers associated with it, primarily engaged in production and marketing of
nitrogenous and phosphate fertilizers in India. IFFCO has five fertilizer plants
in India with a domestic annual capacity of producing 4.3 million tonnes of
phosphatic fertilizers and 4.2 million tonnes of nitrogenous fertilizers. In
addition to setting up the fertilizer manufacturing units in India, IFFCO has
made strategic investments in several joint ventures in India and overseas. More
details on IFFCO are available on its website www.iffco.nic.in

     

    Financing
and Joint Venture options for the capital cost of Legend’s phosphate project are
currently under discussion between the parties as is the price of the phosphate
rock. The price of the rock will be negotiated on a fair and equitable basis for
both companies based on international market prices applicable for the Indian
market with an appropriate discount. Negotiations in regards to finance options
should be concluded in coming months

     

    Mineralisation

     

    No known
mineral reserves are known on our land in Queensland, however phosphate
resources are recorded.  Our proposed program will be developed with a
view to verify existing data and prove the deposits up to deposit
grade.

     

    Northern
Territory Exploration Interests

     

    Geological
History and Kimberlite Occurrence in the McArthur River Basin.

     

    The North
Australian Craton is one of two principal tectonic domains in the Northern
Territory. The dominant tectonic episode for formation of the Craton, reworking
the Archaean (or Palaeo-Proterozoic) basement, was the Barramundi Orogeny at
1865-1850Ma. Outcrops of these older deformed and metamorphosed rocks are now
surrounded by younger basins.

     

    The
McArthur Group is the principal element of cover over the North Australian
Craton, composed of mildly deformed and unmetamorphosed Meso-proterozoic
(1800-570Ma) dolomitic carbonate, evaporates and sediments. The McArthur River
Basin extends over 180,000 square kilometers and its sediments host a number of
base metal occurrences including the McArthur Lead-Zinc-Silver shale-hosted
deposit; strata-bound, disseminated Lead-Zinc deposits; the Redbank Copper
deposits and Cobalt, Uranium and Iron.

     

    The
McArthur River Basin is covered by approximately 100 meters of Cambrian Bukalara
sandstone and flood basalts in the south. Widespread, young Cretaceous
sedimentation covered the region but much has been removed through erosion. One
remnant of Cretaceous sediment is host to the Merlin field which represents the
youngest volcanic event in the region.

     

    
      
        
        

      

      
        B-58

        
          

        

      

      
        
        

      

    

     

    The major
structural feature in the McArthur Basin is the north to north-west trending
Batten Trough or Batten Fault Zone approximately 70 kilometres wide, to which
Legend’s holdings lie to the east. The Trough is bound on the west by the Emu
Fault which transects Legend’s holdings in the McArthur River Project. The
associated Mallapunyah and Calvert faults are approximately 50 kilometres apart
and also trend north-west.

     

    The
presence of microdiamonds across the North Australian Craton defies geological
boundaries, extending right across its heart. This wide distribution may be due
to recycling of the microdiamonds through the younger Cretaceous by fluvial
processes. However, an element of high-level fracture control is now evidenced
by the Merlin deposits. Since the discovery of the Merlin field, diamond
exploration approaches have shifted from Proterozoic mobile belts with little
consideration of regional geology, to incorporate the range of fracture zones in
the North Australian Craton. The North Australian Craton is extensively
underlain by Archaean basement and deep lithospheric, cratonic rocks may be
tapped by younger kimberlites as they intrude into these fractures. The Merlin
kimberlites are certainly younger than their Cambrian sandstone host, yet older
than their Cretaceous cover.

     

    Exploration
History and Forward Work Program

     

    Selby
Project

     

    The Selby
project is located 100km SW of the coast of the Gulf of Carpentaria in the
McArthur Basin, adjacent to the Georgina Basin which hosts Legend’s Queensland
phosphates. Historically recorded phosphate rock outcrops at surface in
recurrent lenses over a 60 kilometre strike. Uranium, which is a common
by-product of marine phosphate deposits, accounting for a significant proportion
of the world’s Uranium production, is also present.

     

     An
historical Open File review of the Selby region has also identified base metal
results from stream sampling adjacent to the Karns Dolomite and regional fault
systems. Historical data also reveals that the region remains prospective for
diamonds.

     

    A
multi-facetted approach to exploration of the Selby phosphate was established in
2007. Geological mapping, rock chip, stream and loam sampling, diamond and RC
drilling was undertaken. Early results from Legend’s rock chip sampling of
phosphate-bearing siltstones are as such:

     

    Geochemical
analysis of sampling will be undertaken to assist in the further development of
this program, in order to adequately delineate the extent of phosphate present.
Further work is anticipated to explore for structural or shale-hosted base
metals.

     

    McArthur
River

     

    Legend’s
base metal project is situated approximately 20 kilometres south west of
Borroloola. The Emu fault zone which runs through Legend’s tenements is a
mineralised geological feature hosting the HYC Pyritic Shale base metal prospect
and a number of known base metal deposits accounting for 8% of world base metal
(lead-zinc-silver) production.

     

    A detailed
collation and analysis of a significant amount of available historical open file
geophysical and geochemical data is underway. Tracks have been made to enable
access for a detailed geological mapping program, stream & loam sampling.
149 RC/RAB drill holes have been approved and this drilling will commence in
2008.

     

    
      
        
        

      

      
        B-59

        
          

        

      

      
        
        

      

    

    


    Abner
Range

     

    The Abner
Range Plateau is approximately 300 kilometers south of Borroloola, west of The
Gulf of Carpentaria in the Northern Territory. It is host to the diamondiferous
Abner Range Kimberlite part of the Merlin diamondiferous intrusive field, only
seven kilometres north of Legend’s holdings. Past indicator mineral sampling by
Ashton and Rio Tinto has recovered macrodiamonds, microdiamonds and chromite
indicator minerals with no primary source yet determined.

     

    Airborne
Electro-Magnetic (“EM”), magnetic and gravity surveys flown in late 2006 have
identified numerous EM, gravity & magnetic anomalies and grid-based loam
samples were taken as follow up to this result and of other
targets.

     

    Geochemical
analysis of the results of the loam gridding and sampling will be used to inform
regions of high priority for ground gravity surveys. This will be conducted as a
part of the ongoing diamond core and reverse circulation drilling
program.

     

    Glyde
Project

     

    The Glyde
River is in the Batten Trough and hosts 40 kilometres of alluvial gravels
sourced from numerous diamond bearing catchments including the entire Merlin
diamond field. The pipes in the Merlin field are located on the eastern shoulder
of the Battern Trough only six kilometres east of the Emu Fault. They have
intruded the Cambrian Bukalara sandstone and were emplaced around the time of
the Alice Springs Orogeny.

     

    The Legend
tenement is north of the HYC Pyritic Shale base metal prospect and this Member
has been intersected in several drill holes. CRAE has explored the tenement area
for kimberlite. Ashton collected two bulk samples from separate drainages and
had diamond responses. Helicopter magnetics and EM covered the northern part of
the tenement as part of Rio Tinto’s exploration around the Merlin pipe
field.

     

    An
airborne geophysical program flown in late 2006 located many targets for
drilling. Bulk sampling, stream and loam sampling and an RC drilling program was
undertaken in December 2006.

     

    The
geochemistry of drilling and sampling undertaken in 2006 will be analysed in
conjunction with geophysical and geological data in order to delineate priority
targets. The tenement covering the Glyde River to the north will be examined for
alluvial diamonds.

     

    Foelsche
Project

     

    Legend’s
Foelsche Project tenements lie east of the Glyde Project and Merlin diamond
field. They are bound by regional scale faults which act as fluid conduits for
mineralisation and have uplifted basement rocks up to lie against younger
sandstones. The area contains historical trains of kimberlite indicator minerals
in streams draining the area.

     

    In 2005,
airborne EM/magnetics were flown by Astro which identified priority geophysical
anomalies. These were investigated with ground gravity surveys and RC/diamond
drill holes in 2006. The source of the geophysical anomalies was attributed to
depressions in the Proterozoic sandstone bedrock which were infilled by younger
Cretaceous/Tertiary sediment. Similar infill sequences are known to typically
occur over kimberlites in the region.

     

    
      
        
        

      

      
        B-60

        
          

        

      

      
        
        

      

    

     

    Many
exploration targets at Foelsche are not yet explored and numerous kimberlite
indicator mineral trains require follow-up. Re-appraisal of airborne
EM/magnetics, additional aeromagnetic surveys and follow-up drilling is planned
for the area.

     

    Cox
Project

     

    The Cox
Project covers approximately 8,676.9 square kilometers and is located between
Roper Bar and Cape Crawford on the north western part of the Bauhinia Downs. In
the 1980’s indicator mineral sampling by Ashton and Rio Tinto recovered numerous
microdiamonds and three macrodiamonds. Magnetic anomalies and some chromite
indicator minerals were found but a primary source was not found by these
companies.

     

    Exploration
carried out over the Cox Project has included site investigations to verify
historical sampling results, a compilation and analysis of historic exploration
data from open-file reports and multi-client airborne magnetic data with a view
to developing an appropriate exploration strategy.

     

    A loam and
stream sampling program is being developed to chase the results observed in the
limited sampling undertaken to date. This would enable a thorough coverage of
transportation systems in the tenements.

     

    
      
        
        

      

      
        B-61

        
          

        

      

      
        
        

      

    

     

    APPENDIX
“D”

     

    


     

    The
Company represents, warrants, covenants and agrees that:

     

    
      	
              1.  

            	
              The
      Company has complied with the Applicable Securities Laws of Canada in
      connection with the Offering.

            


    

     

    
      	
              2.  

            	
              The
      Company has not offered or sold Common Shares in Canada so as to require
      the filing or delivery of a prospectus (as such term is defined under the
      Applicable Securities Laws of
Canada).

            


    

     

    
      	
              3.  

            	
              The
      Company has not advertised or caused to be advertised the proposed sale of
      the Common Shares in any printed public media, radio, television or
      telecommunications, including electronic
  display.

            


    

     

    
      	
              4.  

            	
              The
      Company is not a “reporting issuer” (as such term is defined under the
      Applicable Securities Laws of Canada) in any province or territory of
      Canada.

            


    

     

    
      	
              5.  

            	
              The
      Common Shares are not listed for trading on any securities exchange in
      Canada.

            


    

     

    
      	
              6.  

            	
              If
      any Purchasers are resident in Canada, within 10 calendar days of the
      completion of the Offering, it shall file or cause to be filed a Form
      45-106F1, and any other documents required by applicable securities laws,
      with the applicable securities commission in Canada and shall pay the
      prescribed filing fee.

            


    

     

    
      	
              7.  

            	
              To
      the best of the Company’s knowledge, after giving effect to the Offering,
      residents of Canada and shareholders whose registered address is in Canada
      will not own directly or indirectly more than 10 per cent. of the issued
      and outstanding Common Shares, and such residents and shareholders will
      not represent in number more than 10 per cent of the total number of
      outstanding holders directly or indirectly of the issued and outstanding
      Common Shares.

            


    

     

    


     

    Each of
the Agents represents, warrants, covenants and agrees that:

     

    
      	
              1.  

            	
              It
      has complied with the Applicable Securities Laws of Canada in connection
      with the Offering.

            


    

     

    
      	
              2.  

            	
              It
      has not offered or sold Common Shares in Canada so as to require the
      filing or delivery of a prospectus (as such term is defined under the
      Applicable Securities Laws of
Canada).

            


    

     

    
    

    B-62