27 June 2008

CAPE LAMBERT IRON ORE LIMITED

Notice of Meeting - General Meeting of Shareholders 28 July 2008

Cape Lambert Iron Ore Limited ("the Company") (ASX: CFE, AIM: CLIO) announces that it has today (27 June 08) despatched the Notice of Meeting for the General Meeting of Shareholders to be held on Monday 28 July 2008 in Australia (Kailis Bros Fish Market & Café Leederville, Function Centre, 101 Oxford Street, Leederville Western Australia 6007 at 9.30am WST).  Extracts are set out below and a copy of the full notice is available at the Company's website: www.capelam.com.au

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders of Cape Lambert Iron Ore Limited will be held at Kailis Bros Fish Market & Café Leederville, Function Centre, 101 Oxford Street, Leederville, Western Australia at 9.30am WST on 28 July 2008.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 7.30am (WST) on 28 July 2008. 

AGENDA

Resolution 1 - DISPOSAL OF MAIN UNDERTAKING

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

"That, for the purposes of Listing Rule 11.2 of the ASX Listing Rules, Rule 15 of the AIM Rules for Companies, clause 31 of the Company's Constitution and for all other purposes, approval is given for the Company to sell its 100% interest:

(a)    in Exploration Licence E47/1462 and Prospecting Licences P47/1302, P47/1303 and P47/1383, held by Mt Anketell Pty Ltd (the Company's wholly owned subsidiary); and

(b)    in Exploration Licences E47/1248, E47/1271 and E47/1233, 

on the terms and conditions described in the Explanatory Statement accompanying this Notice of Meeting." 

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, and any associates of those persons.  However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 2 - EQUAL REDUCTION OF CAPITAL

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

"That, subject to the passing of Resolution 1 and settlement of the Transaction contemplated in the Sale Agreement, for the purposes of Sections 256B and 256C of the Corporations Act 2001 and for all other purposes, approval is given for:

(a)    the paid up share capital of the Company to be reduced by up to approximately $37,700,000; and

(b)    such reduction to be effected and satisfied by the Company paying Shareholders who are registered as Shareholders of the Company on the Record Date, an amount per Share to be determined,

on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting".

RESOLUTION 3 - approval to issue options TO EMPLOYEES AND CONSULTANTS

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

"That, for the purposes of Listing Rule 7.1 of the ASX Listing Rules and for all other purposes, Shareholders approve the allotment and issue of 8,350,000 Options to the persons and on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting." 

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any of their associates.  However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 4 - ISSUE OF director OPTIONS - MR IAN BURSTON

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

"That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 3,000,000 Director Options to Mr Ian Burston (or his nominee) on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Ian Burston (or his nominee) or any of his associates.  However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 5 - ISSUE OF director OPTIONS - MR TONY SAGE

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

"That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 3,000,000 Director Options to Mr Tony Sage (or his nominee) on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Tony Sage (or his nominee) or any of his associates.  However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 6 - ISSUE OF director OPTIONS - MR TIMOTHY TURNER

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

"That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 2,000,000 Director Options to Mr Timothy Turner (or his nominee) on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Timothy Turner (or his nominee) or any of his associates.  However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 7 - ISSUE OF director OPTIONS - MR PETER LANDAU

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

"That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 2,000,000 Director Options to Mr Peter Landau (or his nominee) on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Peter Landau (or his nominee) or any of his associates.  However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 8 - ISSUE OF director OPTIONS - MR BRIAN MAHER

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

"That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 1,000,000 Director Options to Mr Brian Maher (or his nominee) on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Brian Maher (or his nominee) or any of his associates.  However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

DATED: 20 JUNE 2008

BY ORDER OF THE BOARD

TONY SAGE 
DIRECTOR

CAPE LAMBERT IRON ORE LIMITED

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