LEMUR RESOURCES LTD 
By A C N 1 4 7 2 4 1 3 6 1
Date of Meeting
7 May 2013
Time of Meeting
10.00am (WST)
Place of Meeting
The Park Business Centre
45 Ventnor Avenue
WEST PERTH WA 6005
YOUR ANNUAL REPORT IS AVAILABLE ONLINE, SIMPLY VISIT:
http://www.lemurresources.com/investor-relations/annual-reports.html
NO T IC E O F A NNU A L G E N ER A L M EET I N G
The Annual General Meeting of Shareholders of Lemur Resources Limited ACN 147
241 361 (Company) is to be held on Tuesday 7 May 2013 at The Park Business Centre,
45 Ventnor Avenue, West Perth, Western Australia, commencing at 10.00am (WST) for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.
Terms and abbreviations used in this Notice of Annual General Meeting and accompanying Explanatory Statement are defined in the glossary to the Explanatory Statement.
The Explanatory Statement that accompanies and forms part of this Notice describes the matters to be considered at this meeting.
ORDINARY BUSINESS
Financial Statements - Year ended 31 December 2012
To receive and consider the annual Financial Statements of the Company for the year ended 31 December 2012 including the Directors' Report and the Auditor's Report as set out in the Company's Annual Report.
Resolution 1 - Non Binding Resolution to adopt Remuneration Report
To consider and, if thought fit, to pass the following Resolution as an ordinary resolution:
"To adopt the Remuneration Report as set out in the Annual Report for the year ended 31 December 2012."
Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Statement for further details on the consequences of voting on this Resolution.
Voting Exclusion
The Company will disregard any votes cast on Resolution 1 by or on behalf of a Restricted Voter1. However, the
Company need not disregard a vote if:
(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the
proposed resolution; and
(b) it is not cast on behalf of a Restricted Voter.
Further, the Company will not disregard a vote cast by the Chair of the meeting as a proxy, if the appointment of the Chair expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 1. Shareholders may also choose to direct the Chair to vote against Resolution 1 or to abstain from voting.
1 "Restricted Voter" means Key Management Personnel and their Closely Related Parties as defined in the glossary.
2
Resolution 2 - Re-election of Director - Mr Anthony Viljoen
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, Mr Anthony Viljoen, who retires in accordance with clause 13.2 of the Company's Constitution and being eligible and offering himself for re-election, be re-elected as a Director of the Company."
Other Business
To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.
DATED THIS 28th DAY OF MARCH 2013
BY ORDER OF THE BOARD
Shannon Coates
Company Secretary
How to vote
Shareholders can vote by either:
• attending the meeting and voting in person or by attorney or, in the case of
corporate shareholders, by appointing a corporate representative to attend and vote; or
• appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice of Meeting and by submitting their proxy
appointment and voting instructions in person, by post or by facsimile.
Voting in person (or by attorney)
Shareholders, or their attorneys, who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the meeting, if possible, so that their holding may be checked against the Company's share register and attendance recorded. Attorneys should bring with them an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the meeting.
Voting by a Corporation
A Shareholder that is a corporation may appoint an individual to act as its
representative and vote in person at the meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment, including any authority under which it is signed.
Voting by proxy
• A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also to speak at the meeting.
• The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).
• A proxy need not be a shareholder.
• The proxy can be either an individual or a body corporate.
• If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit. However, where a Restricted Voter is appointed as a proxy, the proxy may only vote on Resolution 1 if the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
• Should any resolution, other than those specified in this Notice, be proposed at the meeting, a proxy may vote on that resolution as they think fit.
• If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the shareholder's behalf on the poll and the shares that
4
are the subject of the proxy appointment will not be counted in calculating the required majority.
• Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the meeting, the Chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chairman of the meeting, the secretary or any Director that do not contain a direction how to vote will be used where possible to support each of the resolutions proposed in this Notice, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed resolutions. These rules are explained in this Notice.
• To be effective, proxies must be lodged by 10.00am (WST) on 5 May 2013.
Proxies lodged after this time will be invalid.
• Proxies may be lodged using any of the following methods:
- by returning a completed proxy form in person to Lemur Resources Limited, Ground Floor, 83 Havelock Street, West Perth, Western Australia 6005; or
- by faxing a completed proxy form to or by fax to (61 8) 9322 5230.
The proxy form must be signed by the shareholder or the shareholder's
attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the power of attorney, or the power itself, must be received by the Company at the above address, or by facsimile, and by 10.00am (WST) on 5 May 2013. If facsimile transmission is used, the power of attorney must be certified.
Shareholders who are entitled to vote
In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations
2001, the Board has determined that a person's entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 5pm (WST) on Sunday 5 May 2013.
LEM U R R ESO U R C ES LI M I T ED
ACN 147 241 361
EX PLA N A T O R Y ST A T EM EN T
This Explanatory Statement has been prepared to provide Shareholders with material information to enable them to make an informed decision on the business to be conducted at the Annual General Meeting of Lemur Resources Limited (Company).
The Directors recommend Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.
Certain terms and abbreviations used in this Explanatory Statement have defined meanings which are explained in the glossary appearing at the end of this Explanatory Statement.
FINANCIAL STATEMENTS - YEAR ENDED 31 DECEMBER 2012
The first item of the Notice of Annual General Meeting deals with the consolidated
Annual Financial Report of the Company for the financial year ended 31 December
2012 together with the Directors' Declaration and Report in relation to that financial year and the Auditor's Report on those Financial Statements. Shareholders should consider these documents and raise any matters of interest with the Directors when
this item is being considered.
No resolution is required to be moved in respect of this item.
Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the accounts and on the business, operations and management of the Company.
The Chairman will also provide shareholders a reasonable opportunity to ask the
Auditor questions relevant to:
• the conduct of the audit;
• the preparation and content of the independent Auditor's Report;
• the accounting policies adopted by the Company in relation to the preparation of accounts; and
• the independence of the auditor in relation to the conduct of the audit.
RESOLUTION 1 - REMUNERATION REPORT
The Directors' Report for the year ended 31 December 2012 contains a Remuneration Report which sets out the policy for the remuneration of the Directors and executives of the Company. In accordance with section 250R(2) of the Corporations Act the Company is required to present to its shareholders the Remuneration Report as disclosed in the Company's 2012 Annual Report.
6
The vote on the Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company's 2012 Annual Report and is also available on the Company's website.
However, if at least 25% of the votes cast are against adoption of the Remuneration Report at the 2013 Annual General Meeting, and then again at the 2014 Annual General Meeting, the Company will be required to put a resolution to the 2014
Annual General Meeting, to approve calling an extraordinary general meeting (spill resolution). If more than 50% of Shareholders vote in favour of the spill resolution, the Company must convene an extraordinary general meeting (spill meeting) within
90 days of the 2014 Annual General Meeting. All of the Directors who were in office when the 2014 Directors' Report was approved, other than the Managing Director, will (if desired) need to stand for re-election at the spill meeting.
The Remuneration Report explains the Board policies in relation to the nature and level of remuneration paid to Directors, sets out remuneration details for each Director and any service agreements and sets out the details of any share based compensation.
A reasonable opportunity will be provided for discussion of the Remuneration
Report at the Annual General Meeting.
Voting
Please note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Annual General Meeting. In particular, the Directors and other Restricted Voters may not vote on this Resolution and may not cast a vote as proxy, unless the appointment gives a direction on how to vote or the proxy is given to the Chair and expressly authorises the Chair to exercise your proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. The Chair will use any such proxies to vote in favour of the Resolution.
Shareholders are urged to carefully read the proxy form and provide a direction to the proxy on how to vote on this Resolution.
RESOLUTION 2 - RE-ELECTION OF DIRECTOR - MR ANTHONY VILJOEN
Clause 13.2 of the Constitution provides that at every annual general meeting of the Company, one-third of the Directors (other than alternate Directors and the Managing Director) for the time being, or, if their number is not a multiple of 3, then such number as is appropriate to ensure that no Director (other than alternate Directors and the Managing Director) holds office for more than 3 years, shall retire from office.
Pursuant to clause 13.2 of the Constitution, Mr Viljoen, being a Director, retires by way of rotation and, being eligible, offers himself for re-election as a Director.
Mr Anthony Viljoen, BA Mgt, Pg Dip FBI
Mr Viljoen is a mining entrepreneur and founding shareholder and director of VM Investment Company (Pty) Ltd, a principal investments and advisory company with a relative bias towards mining exploration.
Mr Viljoen has been responsible for the establishment and project development of a number of junior mining companies across Africa, including New Kush Exploration and mining (Gold, South Sudan) Coal of Madagascar, Greenhills resources (Tin), New horizon Minerals (Iron Ore), Frontier Platinum Resources and Eagle Uranium.
Mr Viljoen graduated from the University of Natal, Pietermaritzburg with a Bachelor of Business and Agricultural Economics and a Post Graduate Diploma of Finance Banking and Investment Management. Mr Viljoen is currently studying towards a Masters degree in African Development Finance through the University of Stellenbosch.
Mr Viljoen has risk management and investment banking experience and has previously worked at Deutsche Bank, Barclays Capital in London and Loita Capital Partners, a pan African Investment banking firm, in their structured Trade and Project Finance division.
Directors' Recommendation
The Board (other than Mr Viljoen) recommends shareholders vote in favour of the
Resolution.
GLOSSARY
The following terms have the following meanings in this Explanatory Statement: "Accounting Standards" has the meaning given to that term in the Corporations Act. "Annual General Meeting" or "Meeting" means the annual general meeting the subject of
the Notice;
"Annual Report" means the annual report of the Company for the year ended 31 December
2012;
"ASX" means ASX Limited ABN 98 008 624 691 and, where the context permits, the
Australian Securities Exchange operated by ASX Limited; "Board" means the board of Directors;
"Closely Related Party" has the meaning given to that term in the Corporations Act;
"Company" means Lemur Resources Limited ACN 147 241 361; "Constitution" means the constitution of the Company;
8
"Corporations Act" means the Corporations Act 2001 (Cth); "Director" means a director of the Company;
"Explanatory Statement" means this Explanatory Statement accompanying the Notice;
"Key Management Personnel" has the meaning given to that term in the Accounting
Standards;
"Notice" or "Notice of Meeting" means the notice of annual general meeting accompanying this Explanatory Statement;
"Restricted Voter" means Key Management Personnel and their Closely Related Parties; "Resolution" means a resolution the subject of the Notice;
"Share" means an ordinary fully paid share in the capital of the Company; "Shareholder" means a holder of Shares; and
"WST" means Australian Western Standard Time.
ABN 53 147 241 361
T 000001
Lodge your vote:
