Notice of AGM

    RNS Number : 8176G
  Cape Lambert Iron Ore Limited
  28 October 2008
   
     28 October 2008

    CAPE LAMBERT IRON ORE LIMITED
        
    NOTICE OF ANNUAL GENERAL MEETING

    Cape Lambert Iron Ore Limited ("the Company") (ASX: CFE, AIM: CLIO) announces that the Company's Annual General Meeting ("AGM") will be
held at 11 am (WST ) 25 November 2008 at Kailis Bros Fish Market and Caf?unction Centre, 101 Oxford Street, Leederville, Western Australia
6007.

    The Notice of AGM will be posted to shareholders. Extracts are set out below and a copy of the full Notice is available at the Company's
website at: www.capelam.com.au.

    As stated in the Notice of AGM, further to board positions being offered to a nominee of African Minerals Limited (a holder of
approximately 9% of the Company) and Anthony Roberts (a nominee of Power United Limited, a holder of approximately 10% of the Company), as
announced on 9 October 2008, the Company has also offered a board seat to a nominee from Evraz SA (a holder of approximately 12.4% of the
Company). These board appointments will be made following completion of all necessary regulatory requirements and due diligence as required
by the AIM Rules.  

    For further information please contact:


 Cape Lambert Iron Ore Limited:
 Tony Sage                       [phone]

 Australian Enquiries:
 Professional Public Relations
 David Tasker                    [phone]

 UK Enquiries:
 Nominated Adviser:
 Grant Thornton UK LLP           [phone]
 Fiona Owen

 AIM Broker:
 Collins Stewart Europe Limited
 Adrian Hadden                   [phone]
 Oliver Quarmby                  [phone]

 Conduit PR
 Jos Simson                      [phone]
 Jane Stacy                      [phone]

 Website:
 www.capelam.com.au

    Ordinary business
    Financial Statements and Reports
    To receive and consider the annual financial report of the Company for the financial year ended 30 June 2008 together with the
declaration of the directors, the directors' report, the remuneration report and the auditor's report.
    Resolution 1 - Adoption of remuneration report
    To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:
    "That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the
remuneration report as contained in the Company's annual financial report for the financial year ended 30 June 2008."
    Resolution 2 - Re-election of director - brian maher
    To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
    "That, for the purpose of clause 12.2 of the Constitution and for all other purposes, Mr Brian Maher, a Director who retires by
rotation, and being eligible, is re-elected as a Director."
    Resolution 3 - ratification of prior issue - Shares
    To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
    "That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 44,000,000
Shares on the terms and conditions set out in the Explanatory Statement."
    Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue 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 - ratification of prior issue - EMPLOYEE Options
    To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
    "That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 8,350,000
Employee Options on the terms and conditions set out in the Explanatory Statement."
    Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue 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 5 - directors' remuneration
    To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
    "That, for the purposes of clause 12.7 of the Constitution, ASX Listing Rule 10.17 and for all other purposes, Shareholders approve the
maximum total aggregate fixed sum per annum to be paid to non executive Directors be set at $600,000 to be paid in accordance with the terms
and conditions set out in the Explanatory Statement."
    Voting Exclusion: The Company will disregard any votes cast on this Resolution by a Director 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 6 - Adoption of a New Constitution 
    To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:
    "That, pursuant to Section 136(2) of the Corporations Act and for all other purposes, the Company adopts a new constitution in the form
as signed by the Chairman of the Annual General Meeting for identification purposes, in lieu of the existing constitution of the Company, at
the close of the Annual General Meeting."
    DATED: 21 October 2008

    BY ORDER OF THE BOARD

    Timothy turner
    cape lambert iron ore limited
    COMPANY SECRETARY


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