Filed Pursuant to Rule 424(b)(3)
 Under the Securities Act of 1933
Registration No. 333-145082
 
PROSPECTUS

LEGEND INTERNATIONAL HOLDINGS, INC

 154,895,487 SHARES OF COMMON STOCK

This prospectus relates to the sale of up to 151,861,857 shares of Legend’s Common Stock by certain persons who are, or will become, stockholders of Legend (including 112,500 shares of Common Stock issuable upon exercise of stock options). Please refer to "Selling Stockholders" beginning on page 11.

In addition, we are registering 3,033,630 shares of Common Stock that are issuable upon exercise of outstanding stock options at an exercise price of $U$0.111 per share.  Effective as of December 31, 2005, we issued two options for each share of Common Stock held, on a pro-rata basis, to all stockholders for no consideration.  The options are not transferable or exercisable (except pursuant to a cashless exercise feature) until the underlying shares have been registered.

Legend is not selling any shares of Common Stock in this offering and therefore will not receive any proceeds from this offering. Legend will however receive proceeds from the sale of Common Stock upon exercise of options to the extent they are exercised for cash. All costs associated with this registration will be borne by Legend.

The shares of Common Stock are being offered for sale by the selling stockholders at prices established on the Over-the-Counter Bulletin Board during the term of this offering.  On April 16, 2008, the last reported sale price of our Common Stock was $2.45 per share. Our Common Stock is quoted on the Over-the-Counter Bulletin Board under the symbol "LGDI."  These prices will fluctuate based on the demand for the shares of Common Stock.

Brokers or dealers effecting transactions in these shares should confirm that the shares are registered under the applicable state law or that an exemption from registration is available.

These securities are speculative and involve a high degree of risk.
 
Please refer to "Risk Factors" beginning on page 7.
 
No other underwriter or person has been engaged to facilitate the sale of shares of Common Stock in this offering. This offering will terminate 24 months after the accompanying registration statement is declared effective by the Securities and Exchange Commission. None of the proceeds from the sale of stock by the selling stockholders will be placed in escrow, trust or any similar account.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY HAVE THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is April 17, 2008.
 
 
TABLE OF CONTENTS


 
Page No.
   
 
 
 
 
Glossary
 

We have not authorized anyone to provide information different from that contained in this prospectus.  Neither the delivery of this prospectus nor the sale of shares of Common Stock means that information contained in this prospectus is correct after the dates of this prospectus.  This prospectus is not an offer to sell or a solicitation of an offer to buy these shares of Common Stock in any circumstances under which the offer or solicitation is unlawful.

2
 
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains numerous forward-looking statements relating to our business. such forward-looking statements are identified by the use of words such as believes, intends, expects, hopes, may, should, plan, projected, contemplates, anticipates or similar words. actual production, operating schedules, results of operations, ore reserve and mineral deposit estimates and other projections and estimates could differ materially from those projected in the forward-looking statements.  The factors that could cause actual results to differ materially from those projected in the forward-looking statements include:

·  
The risk factors set forth herein,
 
·  
The possibility that the phosphates we find are not commercially economical to mine,
 
·  
The possibility that we do not find diamonds or that the diamonds we find are not commercially economical to mine,
 
·  
The risks and hazards inherent in the diamonds mining business (including environmental hazards, industrial accidents, weather or geologically related conditions),
 
·  
Changes in the market price of phosphate, base metals and diamonds,
 
·  
The uncertainties inherent in our production, exploratory and developmental activities, including risks relating to permitting and regulatory delays,
 
·  
The uncertainties inherent in the estimation of ore reserves,
 
·  
The effects of environmental and other governmental regulations, and
 
·  
Uncertainty as to whether financing will be available to enable further exploration and mining operations.
 
Investors are cautioned not to put undue reliance on forward-looking statements.  We disclaim any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise.

3
 
PROSPECTUS SUMMARY

This summary is not complete and does not contain all of the information that you should consider before investing in our Common Stock.  This summary highlights selected information contained elsewhere in this prospectus.  You should read the entire prospectus carefully, including the more detailed information regarding our company, the risks of purchasing our Common Stock discussed under “Risk Factors”, and our financial statements and the accompanying notes, before making an investment decision.

Our Business

General

Our name is Legend International Holdings, Inc. and we sometimes refer to ourselves in this Prospectus as “Legend,” “Company”, or as “we”, “our”, and “us”.

We are an exploration stage mining company. Our objective is to exploit our interest in certain mining tenements which are in Queensland and the Northern Territory of Australia. Our principal exploration target is for phosphate, base metals and diamonds and we are seeking to determine whether they are present in commercially economic quantities on our tenements to develop an operating mine.

We sometimes refer to our tenements collectively in this Prospectus as either the “Queensland Phosphate tenements”, “Lady Jane”, “Lady Annie”, “D-Tree”, “Thorntonia”, “Drifter”, “Quita Creek”, “Highlands Plains”, “Lily Creek”, and the “North Australian diamond tenements”, “Calvert Hills Project”, “Foelsche”, “Selby”, “Cox” or “Abner Range”. Our tenements are registered in the Department of Mines & Energy in Queensland and Department of Primary Industry, Fisheries and Mines in the Northern Territory of Australia, and give us the right to explore and mine minerals from the tenements.

We were incorporated in the State of Delaware on January 2, 2001 as Sundew International, Inc. and changed our name to Legend on March 13, 2003. We registered Legend as a foreign corporation in Australia on August 8, 2006. Our executive offices are at Level 8, 580 St Kilda Road, Melbourne, Victoria, 3004, Australia. Our website is www.lgdi.net . Information included on our website shall not be deemed to be incorporated in this Prospectus.

Legend has a 100% owned subsidiary company Legend Consolidated Group Inc, a Delaware corporation. This company is inactive.

Stock Split

Effective November 17, 2006, Legend issued one (1) new bonus share of Common Stock for every two (2) shares of Common Stock outstanding on the record at that date. The issue of the new bonus shares of Common Stock were on a pro-rate basis to all shareholders. As a result, the Company issued 27,599,722 shares of its Common Stock. Effective December 31, 2006, Legend issued one (1) new bonus share of Common Stock for every two (2) shares of Common Stock outstanding on the record at that date. The issue of the new bonus shares of Common Stock were on a pro-rata basis to all shareholders. As a result, the Company issued 41,934,337 shares of its Common Stock.

The Company has accounted for these bonus issues as a stock split (the “Stock Split”) and accordingly, all share and per share data included in this Prospectus has been retroactively restated.

4
 
Proposed Spin-off of Uranium Interests

On May 14, 2007, the Company announced that it intends to spin off its uranium exploration interests to a new public company to be traded on the over the counter market in the United States.  As a result of subsequent increases in the market price of phosphate and positive developments with the Company’s phosphate exploration interests, the Company has determined not to proceed with the spin-off at this time.

The Offering .

This offering relates to the sale of 154,895,487 shares of Common Stock by certain selling stockholders. Of these shares being offered:

·  
151,749,357 are currently held by selling stockholders;
 
·  
112,500 shares issuable upon exercise of outstanding stock options at an exercise price of US$0.111 per share. Effective November 30, 2006, we issued 112,500 options in connection with the settlement of a dispute.
 
In addition, we are registering 3,033,630 shares of Common Stock that are issuable upon exercise of outstanding stock options at an exercise price of US$0.111 per share.  Effective as of December 31, 2005, we issued two options for each share of Common Stock held, on a pro-rata basis, to all stockholders for no consideration.  The options are not transferable or exercisable (except pursuant to a cashless exercise feature) until the underlying shares have been registered.

Our shares are quotated on the "over-the-counter" ("OTC") Bulletin Board maintained by the Financial Industry Regulatory Authority Inc. (“FINRA”). The shares may be sold at prevailing market prices or privately negotiated prices.

Risk Factors.

You should read the "RISK FACTORS" section as well as the other cautionary statements throughout this prospectus so that you understand the risks associated with an investment in our securities. Any investment in our Common Stock should be considered a high-risk investment because of the nature of mineral exploration. Only investors who can afford to lose their entire investment should invest in these securities.

Use of Proceeds.

We will not receive any proceeds from the shares offered by the selling stockholders.  See "Use of Proceeds."  We will, however, receive proceeds from the sale of Common Stock upon exercise of the options to the extent they are received for cash. We are paying all of the expenses relating to the registration of the shares for the selling stockholders.

Defined Terms .

A number of technical and industry terms, as well as other defined terms used in this prospectus, are defined in the GLOSSARY at the end of this prospectus. Generally, we have provided a definition of each such defined term in the first instance that it is used in this prospectus and again in the GLOSSARY.

Currency

We use the Australian dollar as our reporting currency, since we are headquartered in Australia and our administrative expenses are incurred in Australian dollars.  References to dollars are to Australian dollars (A$) unless otherwise indicated as being United States dollars (US$).  For the convenience of the reader, the Australian Dollar figures for the year ended December 31, 2007 have been translated into United States Dollars (“US$”) using the rate of exchange at December 31, 2007 of A$1.00=US$0.8767.  Prior to July 31, 2006, the Company’s functional currency was the US dollar.  However, as a result of the purchase of diamond mining tenements in Northern Australia in July 2006, the Company’s 2006 revenue and expenses will be primarily denominated in Australian dollars (A$).  Statement of Financial Accounting Standards (“SFAS”) No. 52, Foreign Currency Translation, states that the functional currency of an entity is the currency of the primary economic environment in which the entity operates. Accordingly the Company determined that from August 1, 2006 the functional currency of the Company is the Australian dollar.  Assets, liabilities and equity were translated at the rate of exchange at July 31, 2006.  Revenue and expenses were translated at actual rates.  Transaction gains and losses were included as part of accumulated other comprehensive gain.

5
 
Restatement of comparative numbers was made for the change in functional and reporting currency.  The change was adopted prospectively beginning July 31, 2006 in accordance with SFAS No. 52.

Summary Financial Data

The following summary financial data should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the consolidated Financial Statements and Notes thereto included elsewhere in this Prospectus.

Statement of Operations Data

   
Year ended
December 31
 
       
     
2006
$A000
     
2007
$ A000
   
Conv.
Transl.
US$000
 
Revenues - interest
    2       22       19  
Costs and expenses
    (4,537 )     (8,540 )     (7,487 )
Loss from operations
    (4,535 )     (8,518 )     (7,468 )
Other income (loss)
    (40 )     (120 )     (105 )
Profit (loss) before income taxes
    (4,575 )     (8,638 )     (7,573 )
Provision for income taxes
    -       -       -  
Net profit (loss)
    (4,575 )     (8,638 )     (7,573 )
                       
      A$       A$    
US$
 
Net profit (loss) per share
on continuing operations
    (0.06 )     (0.06 )     (0.05 )
Weighted average number
of shares outstanding (000’s)
    75,230       146,740       146,740  
                         
Balance Sheet Data
                       
      A$000       A$000    
US$000
 
Total assets
    1,149       17,994       15,776  
Total liabilities
    1,881       1,035       908  
Stockholders’ equity (deficit)
    (732 )     16,959       14,868  

Convenience translation at December 31, 2007 using December 31, 2007 exchange rate
 
6
 

You should carefully consider each of the following risk factors and all of the other information provided in this prospectus before purchasing our Common Stock.  An investment in our Common Stock involves a high degree of risk, and should be considered only by persons who can afford the loss of their entire investment.  The risks and uncertainties described below are not the only ones we face.  There may be additional risks and uncertainties that are not known to us or that we do not consider to be material at this time.  If the events described in these risks occur, our business, financial condition and results of operations would likely suffer.  Additionally, this prospectus contains forward-looking statements that involve risks and uncertainties.  Our actual results may differ significantly from the results discussed in the forward-looking statements.  This section discusses the risk factors that might cause those differences.

Risks of Our Business

We Lack an Operating History And Have Losses Which We Expect To Continue Into the Future.

To date we have had no material source of revenue. We have no operating history as a mineral exploration or mining company upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

-  
exploration and development of any mineral property we identify;
 
-  
our ability to locate economically viable mineral reserves in any mineral property we identify;
 
-  
our ability to raise the capital necessary to conduct exploration and preserve our interest in mineral claims, increase our interest in mineral claims and continue as an exploration and mining company; and
 
-  
our ability to generate revenues and profitably operate a mine on any mineral property we identify.

We Have No Mineral Reserves And We Cannot Assure You That We Will Find Such Reserves. If We Develop A Mineral Reserve, There Is No Guarantee That Production Will Be Profitable.

We cannot guarantee we will ever find any or that we will be successful in locating commercial mineral reserves on any exploration properties that we may obtain.  Even if we find a commercial mineral reserve, there is no assurance that we will be able to mine them. Even if we develop a mine, there is no assurance that we will make a profit. If we do not find commercial minerals you could lose part or all of your investment.

We Will Need Financing To Determine If There Is Commercial Minerals And To Maintain The Mineral Claims.

Our success will depend on our ability to raise capital. We will require substantial additional funds to conduct mineral exploration and development activities on our tenements. There is no assurance whatsoever that funds will be available from any source or, if available, that they can be obtained on terms acceptable to us to make investments. If funds are not available in the amounts required to achieve our business strategy, we would be unable to reach our objective. This could cause the loss of all or part of your investment.
 
7
 
The Report Of Our Independent Registered Public Accounting Firm Contain An Explanatory Paragraph Questioning Our Ability To Continue As A Going Concern.

The report of our independent registered public accounting firm on our financial statements as of December 31, 2007 and for the years ended December 31, 2007 and 2006 includes an explanatory paragraph questioning our ability to continue as a going concern. This paragraph indicates that we have not yet commenced revenue producing operations and have a retained deficit at December 31, 2007 of A$13,993,863 which conditions raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustment that might result from the outcome of this uncertainty.


We Are A Small Operation And Do Not Have Significant Capital.

Because we will have limited working capital, we must limit our exploration. If we are unable to raise the capital required to undertake adequate exploration, we may not find commercial minerals even though properties that we may acquire may contain commercial minerals. If we do not find commercial minerals we may be forced to cease operations and you may lose your entire investment.

We Could Encounter Delays Due To Regulatory And Permitting Delays.

We could face delays in obtaining mining permits and environmental permits. Such delays, could jeopardize financing, if any, in which case we would have to delay or abandon work on the properties.

There Are Uncertainties Inherent In The Estimation Of Mineral Reserves.

Reserve estimates, including the economic recovery of ore, will require us to make assumptions about recovery costs and market prices. Reserve estimation is, by its nature, an imprecise and subjective process and the accuracy of such estimates is a function of the quality of available data and of engineering and geological interpretation, judgment and experience. The economic feasibility of properties will be based upon our estimates of the size and grade of ore reserves, metallurgical recoveries, production rates, capital and operating costs, and the future price of diamonds. If such estimates are incorrect or vary substantially it could affect our ability to develop an economical mine and would reduce the value of your investment.

If We Define An Economic Ore Reserve And Achieve Production, It Will Decline In The Future. An Ore Reserve Is A Wasting Asset.

Our future ore reserve and production, if any, will decline as a result of the exhaustion of reserves and possible closure of any mine that might be developed.  Eventually, at some unknown time in the future, all of the economically extractable ore will be removed from the properties, and there will be no ore remaining unless this Company is successful in near mine site exploration to extend the life of the mining operation. This is called depletion of reserves. Ultimately, we must acquire or operate other properties in order to continue as an on going business. Our success in continuing to develop reserves, if any, will affect the value of your investment.

There Are Significant Risks Associated With Mining Activities.

The mining business is generally subject to risks and hazards, including quantity of production, quality of the ore, environmental hazards, industrial accidents, the encountering of unusual or unexpected geological formations, cave-ins, flooding, earthquakes and periodic interruptions due to inclement or hazardous weather conditions. These occurrences could result in damage to, or destruction of, our mineral properties or production facilities, personal injury or death, environmental damage, reduced production and delays in mining, asset write-downs, monetary losses and possible legal liability. We could incur significant costs that could adversely affect our results of operation.  Insurance fully covering many environmental risks (including potential liability for pollution or other hazards as a result of disposal of waste products occurring from exploration and production) is not generally available to us or to other companies in the industry. What liability insurance we carry may not be adequate to cover any claim.

8
 
We May Subject To Significant Environmental And Other Governmental Regulations That Can Require Substantial Capital Expenditure, And Can Be Time-Consuming.

We may be required to comply with various laws and regulations pertaining to exploration, development and the discharge of materials into the environment or otherwise relating to the protection of the environment in the countries that we operate, all of which can increase the costs and time required to attain operations. We may have to obtain exploration, development and environmental permits, licenses or approvals that may be required for our operations. There can be no assurance that we will be successful in obtaining, if required, a permit to commence exploration, development and operation, or that such permit can be obtained in a timely basis. If we are unsuccessful in obtaining the required permits it may adversely affect our ability to carry on business and cause you to lose part or all of your investment.

Mining Accidents Or Other Adverse Events At Our Property Could Reduce Our Production Levels.

If and when we reach production it may fall below estimated levels as a result of mining accidents, cave-ins or flooding on the properties. In addition, production may be unexpectedly reduced if, during the course of mining, unfavorable ground conditions or seismic activity are encountered, ore grades are lower than expected, or the physical or metallurgical characteristics of the ore are less amenable to mining or processing than expected. The happening of these types of events would reduce our profitably or could cause us to cease operations which would cause you to lose part or all of your investment.

The acquisition of mineral properties is subject to substantial competition. If we must pursue alternative properties, companies with greater financial resources, larger staffs, more experience, and more equipment for exploration and development may be in a better position than us to compete for properties. We may have to undertake greater risks than more established companies in order to compete which could affect the value of your investment.

We May Lose Our Claims If We Do No Maintain A Minimum Level of Work On The Claims

We will be required to carry out a minimum level of work on each claim to maintain of our claims in good standing. If we cannot afford to carry out the work or pay the fees we could lose our interest in claims. The loss of some or all of our mineral claims would adversely affect the value of your investment.

We are substantially dependent upon AXIS Consultants To Carry Out Our Activities

We are substantially dependent upon AXIS for our senior management, financial and accounting, corporate legal and other corporate headquarters functions.  For example, each of our officers is employed by AXIS and, as such, is required by AXIS to devote substantial amounts of time to the business and affairs of the other shareholders of AXIS.

Pursuant to a services agreement, AXIS provides us with office facilities, administrative personnel and services, management and geological staff and services.  No fixed fee is set in the agreement and we are required to reimburse AXIS for any direct costs incurred by AXIS for us.  In addition, we pay a proportion of AXIS indirect costs based on a measure of our utilization of the facilities and activities of AXIS plus a service fee of not more than 15% of the direct and indirect costs.  This service agreement may be terminated by us or AXIS on 60 days’ notice.  See “Certain Relationships and Related Party Transactions.”

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.  Currently, there are no material arrangements or planned transactions between the Company and any of the other affiliated companies other than AXIS.  However, it is possible we may enter into such transactions in the future which could present conflicts of interest.

9
 
Future Sales of Common Stock Could Depress The Price Of Our Common Stock

Future sales of substantial amounts of Common Stock pursuant to this prospectus or Rule 144 under the Securities Act of 1933 or otherwise by certain stockholders could have a material adverse impact on the market price for the Common Stock at the time.  As of the date of this prospectus, there are 177,201,702 shares of Common Stock outstanding, of which 152,345,480 shares of Common Stock are restricted securities.  We are registering all the restricted securities in this prospectus which will be available for sale when this prospectus becomes effective. In addition, restricted securities will be available for sale pursuant to Rule 144 under the Securities Act.  In general, under rule 144, a person (or persons whose shares are aggregated) who has satisfied a six-month holding period and who is not an affiliate of the Company may sell restricted securities without limitation as long as the Company is current in its SEC reports. A person who is an affiliate of the Company may sell within any three-month period a number of restricted securities which does not exceed the greater of one (1%) percent of the shares outstanding or the average weekly trading volume during the four calendar weeks preceding the notice of sale required by Rule 144.  In addition, Rule 144 permits, under certain circumstances, the sale of restricted securities by a non-affiliate without any limitations after a one-year holding period.  Any sales of shares by stockholders pursuant to this prospectus or Rule 144 may have a depressive effect on the price of our Common Stock.

Our Common Stock Is Traded Over the Counter, Which May Deprive Stockholders Of The Full Value Of Their Shares

Our Common Stock is quoted via the Over The Counter Bulletin Board (OTCBB).  As such, our Common Stock may have fewer market makers, lower trading volumes and larger spreads between bid and asked prices than securities listed on an exchange such as the New York Stock Exchange or the NASDAQ Stock Market.  These factors may result in higher price volatility and less market liquidity for the Common Stock.

A Low Market Price May Severely Limit The Potential Market For Our Common Stock

Our Common Stock is currently trading at a price substantially below $5.00 per share, subjecting trading in the stock to certain SEC rules requiring additional disclosures by broker-dealers.  These rules generally apply to any equity security that has a market price of less than $5.00 per share, subject to certain exceptions (a “penny stock”).  Such rules require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and institutional or wealthy investors.  For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale.  The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market.  Such information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer.  Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.  The additional burdens imposed upon broker-dealers by such requirements could discourage broker-dealers from effecting transactions in our Common Stock.

The Market Price Of Your Shares Will Be Volatile.

The stock market price of mineral exploration companies like us has been volatile. Securities markets may experience price and volume volatility. The market price of our stock
 
10
 
may experience wide fluctuations that could be unrelated to our financial and operating results. Such volatility or fluctuations could adversely affect your ability to sell your shares and the value you might receive for those shares.


This prospectus relates to shares of our Common Stock that may be offered and sold from time to time by the selling stockholders.  There will be no proceeds to us from the sale of shares of Common Stock in this offering. In addition, any proceeds that we receive from the exercise of options to the extent they are exercised for cash will be used for working capital and general corporate purposes.


The Offering Price is estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended (the “Act”), and is based on the average of the closing bid and asked prices for the Registrant’s Common Stock as reported on the NASDAQ OTC Bulletin Board on July 30, 2007 and February .


The net tangible book value of our Company as of December 31, 2007 was A$16,959,347 or A$0.10 per share of Common Stock. Net tangible book value per share is determined by dividing the tangible book value of our Company (total tangible assets less total liabilities) by the number of outstanding shares of our Common Stock. Since this offering is being made solely by the selling stockholders and none of the proceeds will be paid to our Company, our net tangible book value will be unaffected by this offering.


The following table sets forth as of April 2, 2008, the number of shares of our Common Stock owned by each selling stockholder and the number of such shares included for sale in this prospectus, which in each case, except as set forth below, is equal to the number of shares owned by such person.

Except as set forth below, the shares being offered by the selling stockholders were issued or are issuable upon exercise of securities that were issued in connection with one or more of the following transactions.

1.           Effective as of December 31, 2005, we issued two options for each share of Common Stock held, on a pro-rata basis, to all stockholders for no consideration.  Each option can be exercised by the payment of US$0.111 per option.  The options are not transferable or exercisable (except pursuant to a cashless exercise feature described in the next sentence) until the underlying shares have been registered.  The options contain a cashless exercise provision and the holder, at its option, may exercise the option by surrender and cancellation of a portion of the shares of our Common Stock issuable upon the exercise of the options based on the then current market price of our Common Stock. If the holders of the options elected to exercise the options pursuant to this provision, we would not receive any proceeds from the exercise of these options (the “Option Offering”).  The shares set forth below include shares that were issued upon a cashless exercise of certain options.

2.           On November 30, 2006, we issued 112,500 shares of Common Stock and 112,500 options, with an exercise price of US$0.111 per share, over shares of Common Stock to Pinchas T Althaus in connection with a settlement of a dispute.

3.           From September 19, 2006 to November 17, 2006, we entered into subscription agreements with a number of accredited investors pursuant to which we issued to those parties in a private placement transaction shares of Common Stock in Legend at an issue price of US$0.50 per share (the “September 2006 Offering”).

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4.           On December 31, 2006, we entered into a subscription agreement with an accredited investor pursuant to which we issued to that party in a private placement transaction shares of Common Stock and options on the basis of one option for every two shares subscribed for with no exercise price in Legend at an issue price of US$0.50 per share (the “December 2006 Offering”).

5.           From February 19, 2007 to July 31, 2007, we entered into subscription agreements with a number of accredited investors pursuant to which we issued to those parties in a private placement transaction shares of Common Stock in Legend at an issue price of US$0.25 per share (the “2007 Offering”).

6.   From July 19, 2006 to July 31, 2007, an affiliate of our principal stockholder sold shares of Common Stock in a private transaction to a number of accredited investors (the “Affiliate Offering”).

7.   On November 2, 2007, we entered into an agreement with Iron Duyfken Pty Ltd to acquire three (3) project areas in the Georgina Basin of Queensland, Australia. We agreed to pay A$500,000 and issue 500,000 shares of Common Stock as consideration.

8.   On November 22 and 24, 2007, we agreed to issue a total of 104,000 shares of Common Stock for investor relations and consulting services.
 
9.   On December 12, 2007, we entered into a Subscription Agreement with Atticus European Fund Ltd and Green Way Managed Account Series Ltd in respect of its segregated account, Green Way Portfolio D (collectively “Atticus”) pursuant to which the Company issued in a private placement transaction (the ”Private Placement”) to Atticus an aggregate of 18,750,000 shares of Common Stock at a price of US$0.80 per share for an aggregate purchase price of US$15,000,000. For information concerning the Company’s registration obligations with respect to these shares, see footnote (pp), below.

10.   On December 31, 2007, we issued 200,000 shares of Common Stock for services rendered to us and 150,000 shares of Common Stock for consulting services.

 

 
Beneficial Ownership
Prior to Offering
 
Beneficial Ownership
After Offering
Selling
Stockholders
Common
Stock
Percentage of Outstanding Common Stock*
Shares Being
Offered (a)
 
Common
Stock
Percentage of
Outstanding
Common
Stock
             
Abraham D Minkowitz
40,000
0.02
40,000
 
-
-
Active Properties Pty Ltd (e)
45,000
0.03
45,000
 
-
-
Ariel Funding LLC ( f )
50,000
0.03
50,000
 
-
-
Amerika Direct Finance LLC
80,000
0.05
80,000
 
-
-
Armeritrade Inc
24,750
0.01
24,750
 
-
-
Andrew Barwicki
4,000
0.00
4,000
 
-
-
BBY Limited ( w )
2,646,561
1.49
2,646,561
 
-
-
Ben Bloom
95,000
0.05
95,000
 
-
-
Benny Shabtai
1,500,000
0.85
1,500,000
 
-
-
Brendan Hawes
125,000
0.07
125,000
 
-
-
C Victor Chevillion
40,000
0.02
40,000
 
-
-
Camilla Jane Stokes
18,000
0.01
18,000
 
-
-
Camp Gan Israel inc (h)
200,000
0.11
200,000
 
-
-
Cathal Donal Clarke
24,000
0.01
24,000
 
-
-
Cede & Co
926,230
0.52
4,991,730
 
-
-
Chabad House of Caulfield Pty Ltd (b)
19,901,250
11.23
19,901,250
 
-
-
Christina Francis Wardle and Andrew James Wardle
13,500
0.01
13,500
 
-
-
 
12
 
Christina Hawes-Mohr
800,000
0.45
800,000
-
-
David B Katzin MD PHD
144,000
0.08
144,000
-
-
David Childs and Bianca Power
33,881
0.02
33,881
-
-
David Schwartz
500,000
0.28
500,000
-
-
Davoon Pty Ltd (j)
977,863
0.55
977,863
-
-
Denis O'Brien
800,000
0.45
800,000
-
-
Dianne Elizabeth Reid
90,000
0.05
90,000
-
-
Donald William Beileiter
90,000
0.05
90,000
-
-
Elmenson Pty Ltd (k)
75,000
0.04
75,000
-
-
Emily Sarah Stokes
18,000
0.01
18,000
-
-
Esther Gutnick
86,535
0.05
86,535
-
-
Esther Horn
90,000
0.05
90,000
-
-
Fredrick J Todd
4,400,000
2.48
4,400,000
-
-
GARF Pty Ltd (l)
482,480
0.27
482,480
-
-
George T Hawes
5,000,000
2.82
5,000,000
-
-
Gijsbert Johannes Groenewegen
100,000
0.06
100,000
-
-
Gold Arrow Global Mining Fund (m)
400,000
0.23
400,000
-
-
Harbor Business Group LLC (n)
400,000
0.23
400,000
-
-
Helping Hand in Hand (o)
450,000
0.25
450,000
-
-
Howard Moser
400,000
0.23
400,000
-
-
Hui Wu
200,000
0.11
200,000
-
-
Ian Hawes
125,000
0.07
125,000
-
-
J and N Invest LLC (p)
1,174,167
0.66
1,174,167
-
-
Jacob Shallman
121,200
0.07
121,200
-
-
James William Beileiter
1,350
0.00
1,350
-
-
Jared Thomas Beileiter
900
0.00
900
-
-
JAY LLC (f)
180,000
0.10
180,000
-
-
Jeff Broude & Adele Broude as trustees for the Broude Superannuation Fund (q)
158,000
0.09
158,000
-
-
Jeremy John Beileiter
900
0.00
900
-
-
Jeremy M Minkowitz
40,000
0.02
40,000
-
-
John Douglas Thompson and Sarah Jane Thompson
337,500
0.19
337,500
-
-
John Gregory Stokes
135,000
0.08
135,000
-
-
John Hugh McDonnell
100,000
0.06
100,000
-
-
John Wakefield Jennings (Crover Family A/C) (r)
90,000
0.05
90,000
-
-
Jonathon & Faygie Herzog
940,500
0.53
940,500
-
-
Jonathon Herzog custodian for Aryeh Herzog (s)
18,000
0.01
18,000
-
-
Jonathon Herzog custodian for Chaya Herzog (t)
18,000
0.01
18,000
-
-
Jonathon Herzog custodian for Chayla Herzog (u)
18,000
0.01
18,000
-
-
Jonathon Herzog custodian for Sarah Herzog (v)
18,000
0.01
18,000
-
-
Joseph Davidsohn
1,125,000
0.63
1,125,000
-
-
Joseph Futeras
40,000
0.02
40,000
   
Joseph Katz
90,000
0.05
90,000
-
-
Joshua Weinberg
200,000
0.11
200,000
-
-
Ken Rosewall
257,480
0.15
257,480
-
-
Kevin Ernst
100,000
0.06
100,000
-
-
Kevin Stanley
285,714
0.16
285,714
-
-
Kieran Phillips
200,000
0.11
200,000
-
-
Kraka Pty Ltd (Super Fund A/C) (x)
22,500
0.01
22,500
-
-
Laura O Kettell
64,286
0.04
64,286
-
-
Laurence Barry Jacobs
310,000
0.17
310,000
-
-
LC Asia Limited (y)
225,000
0.13
225,000
-
-
Len van der Sluijs
250,000
0.14
250,000
-
-
 
13
 
Levi Banash
1,441,000
0.81
1,441,000
-
-
Louis C Robin
300,000
0.17
300,000
-
-
Luba Bloom
95,000
0.05
95,000
-
-
Martin Daskal
2,000,000
1.13
2,000,000
-
-
Max & Asia New
836,000
0.47
836,000
-
-
Maxine Joan McDowell
22,500
0.01
22,500
-
-
Menachem Gansburg
200,000
0.11
200,000
-
-
Michelle A Minkowitz
40,000
0.02
40,000
-
-
Miguel Poyastro
2,250,000
1.27
2,250,000
-
-
Mike Ford and Theresa Perez
4,500
0.00
4,500
-
-
Minette C Lew
40,000
0.02
40,000
-
-
Miriam A  Minkowitz
40,000
0.02
40,000
-
-
Mitchell Reichman
225,000
0.13
225,000
-
-
Moshe D Gutnick
86,535
0.05
86,535
-
-
Musgrave Investments Limited (z)
100,000
0.06
100,000
-
-
Nadine Kettell-Osborn
142,857
0.08
142,857
-
-
National Finance services LLC
185,833
0.10
185,833
-
-
Nicholas James Stokes
18,000
0.01
18,000
-
-
Perspective Holdings Pty Ltd (aa)
67,500
0.04
67,500
-
-
Peter Moroney <Tracker Network Super Account> (bb)
85,895
0.05
85,895
-
-
Patrick a Delaney
28,571
0.02
28,571
-
-
Patsy M Nakari
40,000
0.02
40,000
-
-
Pilmore Pty Ltd ( rr )
250,000
0.14
250,000
-
-
Pinchas T Althaus
112,500
0.06
112,500
-
-
Pirchei Shoshanim Inc ( ss )
200,000
0.11
200,000
-
-
President Street Fund LP (cc)
200,000
0.11
200,000
-
-
Rachel H Minkowitz
40,000
0.02
40,000
-
-
Ralph Kettell
121,429
0.07
121,429
-
-
Renika Pty Ltd (d)
63,775,476
35.99
63,775,476
-
-
Riccalo Pty Ltd (ee)
900,000
0.51
900,000
-
-
Richard Mohr
200,000
0.11
200,000
-
-
Rina Likht & David Likht
146,250
0.08
146,250
-
-
RK Legend LLC (ff)
11,137,624
6.29
11,137,624
-
-
Rodney Jensen Superannuation Fund (gg)
45,000
0.03
45,000
-
-
Roger Conan
300,000
0.17
300,000
-
-
Rudy Tomat
54,000
0.03
54,000
-
-
Ruvi New
32,000
0.02
32,000
-
-
Samuel Kopfstein
140,000
0.08
140,000
-
-
Sean Francis Coleman and Sarah Leanne Coleman
4,500
0.00
4,500
-
-
Shannon Theresa Corbett and Peter Raymond Corbett
6,804
0.00
6,804
-
-
Sharon & Gerald Minkowitz
800,000
0.45
800,000
-
-
Shedco Pty Ltd (hh)
450,000
0.25
450,000
-
-
Shimmie Horn
90,000
0.05
90,000
-
-
Shmaya Krinsky
645,551
0.36
645,551
-
-
Shmeul Levitin
100,000
0.06
100,000
-
-
Simon Jacobson
960,000
0.54
960,000
-
-
Stephen Hamilton
100,000
0.06
100,000
-
-
Steven Gryczman and Susan Gryczman as Co Trustees of the Gryczman Living Trust dated March 30, 1990 (ii)
450,000
0.25
450,000
-
-
Syrette C Lew
40,000
0.02
40,000
-
-
Tamir Shemesh
400,000
0.23
400,000
-
-
The Harlo Trust (jj)
171,270
0.10
171,270
-
-
Union Securities Ltd
75,000
0.04
75,000
-
-
UTA Mesivta of Kiryas Joel (ll)
132,877
 
132,877
   
 
14
 
Vicki Ann Fenwick
9,000
0.01
9,000
-
-
Victoria Louise Thompson
45,000
0.03
45,000
-
-
Victoria Thompson and Carmel Thompson
33,750
0.02
33,750
-
-
Wabana Holdings Pty Ltd (mm)
343,000
0.19
343,000
-
-
Wade Newton Black
40,000
0.02
40,000
-
-
Wendell YM Lew Rev. Living Trust (nn)
2,980,000
1.68
2,980,000
-
-
William Bernstein MD
100,000
0.06
100,000
-
-
William Lupien
2,000,000
1.13
2,000,000
-
-
William Matlock
2,080,000
1.17
2,080,000
-
-
Yehuda Zarchi
82,590
0.05
82,590
-
-
Yonit and Boruch Duchman, Tenants in Entities (oo)
2,340,000
1.32
2,340,000
-
-
Yerachmeal Jacobson
150,000
0.08
150,000
-
-
Yosef Samuels
80,000
0.05
80,000
-
-
Yossi Joseph Duchman
203,200
0.11
203,200
-
-
Yossi New
80,000
0.05
80,000
-
-
Atticus European Fund (pp)
21,428,063
12.09
21,428,063
-
-
Green Way Portfolio D (pp)
1,387,437
0.78
1,387,437
-
-

__________________
*       Based upon 177,201,702 shares outstanding at March 25, 2008.
 (a)
Where applicable, the share amounts give effect to two bonus issues of shares on the basis of one new share for every two shares issued with a record date of November 17, 2006 and December 31, 2006, respectively.  The Company has accounted for these two bonus issues as a stock split.
(b)
Chabad House of Caulfield Pty Ltd. (“Chabad House”), is a private corporation that is the trustee of the Heichal Menachem Community Centre Fund, a charitable organization. Joseph Gutnick and Stera Gutnick are directors of Chabad House but disclaim any beneficial interest in the shares of Common Stock owned by Chabad House.
(c)
Includes shares issued as a consulting fee in June and July 2007 in connection with a private placement offering.
(d)
Joseph Gutnick and Stera Gutnick share voting and investment control over the shares of Common Stock owned by Renika by virtue of their positions as officers, directors and stockholders of Renika.
(e)
Peter Anderson has share voting and investment control over the shares of Common Stock owned by Active Properties Pty Ltd.
(f)
Samuel Hecht has share voting and investment control over the shares of Common Stock owned by Ariel Funding LLC and JAY LLC.
(g)
Not used.
(h)
Joseph Futerfas has share voting and investment control over the shares of Common Stock owned by Camp Gan Israel Inc.
(i)
Not used
(j)
Peter Lefkovic has share voting and investment control over the shares of Common Stock owned by Davoon Pty Ltd.
(k)
Peter Schwarcz has share voting and investment control over the shares of Common Stock owned by Elmenson Pty Ltd.
(l)
Glenn Rosewall has share voting and investment control over the shares of Common Stock owned by GARF Pty Ltd.
(m)
Kjeld Thygesen has share voting and investment control over the shares of Common Stock owned by Gold Arrow Global Mining Fund.
(n)
Levi Banash has share voting and investment control over the shares of Common Stock owned by Harbor Business Group LLC.
(o)
Shlomo Zarchi has share voting and investment control over the shares of Common Stock owned by Helping Hand in Hand.
(p)
Jeffrey Rubin has share voting and investment control over the shares of Common Stock owned by J & N Invest LLC.
(q)
Jeff Broude and Adele Broude have share voting and investment control over the shares of Common Stock as they are trustees for the Broude Superannuation Fund..
(r)
John Wakefield Jennings has share voting and investment control over the shares of Common Stock as he is trustee for the Crover Family Account.
(s)
Jonathon Herzog has share voting and investment control over the shares of Common Stock as he is custodian for Aryeh Herzog.
(t)
Jonathon Herzog has share voting and investment control over the shares of Common Stock as he is custodian for Chaya Herzog.
 
15
 
(u)
Jonathon Herzog has share voting and investment control over the shares of Common Stock as he is custodian for Chayla Herzog.
(v)
Jonathon Herzog has share voting and investment control over the shares of Common Stock as he is custodian for Sarah Herzog.
(w)
Glenn Rosewall has share voting and investment control over the shares of Common Stock owned by BBY Ltd.
(x)
Stan Karantonis has share voting and investment control over the shares of Common Stock owned by Kraka Pty Ltd (Super Fund Account).
(y)
Dominic Sum has share voting and investment control over the shares of Common Stock owned by LC Asia Limited.
(z)
Peter Grut has share voting and investment control over the shares of Common Stock owned by Musgrave Investments Pty Ltd.
(aa)
Alfred Likht has share voting and investment control over the shares of Common Stock owned by Perspective Holdings Pty Ltd.
(bb)
Peter Moroney has share voting and investment control over the shares of Common Stock owned by Tracker Network Super Fund.
(cc)
Francis L Mlynarczyk Jr has share voting and investment control over the shares of Common Stock owned by President Street Fund LP.
(ee)
Henry Herzog has share voting and investment control over the shares of Common Stock owned by Riccalo Pty Ltd.
(ff)
Steven Rosenfeld has share voting and investment control over the shares of Common Stock owned by RK Legend LLC.
(gg)
Rodney Jensen has share voting and investment control over the shares of Common Stock owned by Rodney Jensen Superannuation Fund.
(hh)
David Ah Chee has share voting and investment control over the shares of Common Stock owned by Shedco Pty Ltd.
(ii)
Steven Gryczman and Susan Gryczman have share voting and investment control over the shares of Common Stock as they are co-trustees of the Gryczman Living Trust dated March 30, 1990.
(jj)
Harry Luchtenstein has share voting and investment control over the shares of Common Stock owned by The Harlo Trust.
(kk)
Not used.
(ll)
Akiva Klein has share voting and investment control over the shares of Common Stock own by UTA Mesivta of Kiras Joel
(mm)
Geoff Young has share voting and investment control over the shares of Common Stock owned by Wabana Holdings Pty Ltd.
(nn)
Wendell YM Lew has share voting and investment control over the shares of Common Stock owned by Wendell YM Lew Rev. Living Trust.
(oo)
Yonit and Boruch Duchman have share voting and investment control over the shares of Common Stock owned by Yonit and Boruch Duchman, Tenants in Entities.
(pp)
In accordance with a Form 4 dated February 29, 2008, Atticus Capital LP, Atticus Management Limited and Mr. Timothy Barakett may be deemed to be beneficial owners of the shares of Common Stock.  The Company has agreed to prepare and file with the Securities and Exchange Commission a registration statement covering the resale of the shares of Common Stock within seventy-five (75) calendar days after the closing date of the Atticus subscription agreement (the “Filing Deadline”).  The Company has agreed to use its best efforts to cause such registration statement to become effective as soon as possible thereafter, and within the earlier of: (i) one hundred twenty (120) calendar days after the closing date (one hundred and fifty (150) calendar days in the event the SEC shall elect to review the registration statement), or (ii) five (5) calendar days of the SEC clearance to request acceleration of effectiveness (the "Effectiveness Deadline"). The Company agreed that in the event that the registration statement to be filed by the Company is not filed with the SEC on or before the Filing Deadline, or (ii) such registration statement is not declared effective by the SEC on or before the Effectiveness Deadline, then the Company shall (x) for the period commencing on the seventy-sixth (76th) day after the closing date and on the first day of each month thereafter until the date that the registration statement is filed and (y) for the period commencing on the one hundred twenty first (121st) day after the closing date (the one hundred fifty first (151st) day after the closing date in the event the SEC shall elect to review the registration statement) the Company will pay to the subscribers as liquidated damages and not as a penalty for such failure (the "Liquidated Damages"): on the first day of each month thereafter until the registration statement is declared effective by the SEC either: (A) a cash payment equal to 1.2% of the purchase price or (B) at the sole election of the subscribers, shares of Common Stock equal to 1.2% of the number of shares of Common Stock purchased by the subscribers, not to exceed 10% of the purchase price or number of shares.
(qq)
Not used.
(rr)
Fred Swaab has share voting and investment control over the shares of Common Stock owned by Pilmore Pty Ltd.
(ss)
Fredrick J Todd has share voting and investment control over the shares of Common Stock owned by Pirchei Shoshanim Inc.

16
 

General

The selling stockholders and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions.  These sales may be at fixed or negotiated prices.  The selling stockholders may use any one or more of the following methods when selling shares:
 
§  
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
 
§  
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
 
§  
purchase by a broker-dealer as principal and resale by the broker-dealer for its account;
 
§  
an exchange distribution in accordance with the rules of the applicable exchange;
 
§  
privately negotiated transactions;
 
§  
short sales;
 
§  
broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share;
 
§  
a combination of any such methods of sale; and
 
§  
any other method permitted pursuant to applicable law.

The selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended, if available, rather than under this prospectus.  The selling stockholders may also engage in short sales against the box, puts and calls and other transactions in our securities or derivatives of our securities, and may sell or deliver shares in connection with these trades.  The selling stockholders may pledge their shares to their brokers under the margin provisions of customer agreements.  If a selling stockholder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares.

Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales.  Broker-dealers may receive commissions or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchase of shares, from the purchaser) in amounts to be negotiated.

The selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales.  In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

We are required to pay all fees and expenses (excluding selling expenses) incident to the registration of the shares being registered herein.

Blue Sky Laws .  Under the securities laws of certain states, the shares of Common Stock may be sold in such states only through registered or licensed brokers or dealers. The selling stockholders are advised to ensure that any underwriters, brokers, dealers or agents effecting transactions on behalf of the selling stockholders are registered to sell securities in all fifty states. In addition, in certain states the shares of Common Stock may not be sold unless the shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.
Costs of Registration .  We will pay all the expenses incident to the registration, offering and sale of the shares of Common Stock to the public hereunder other than commissions, fees and discounts of underwriters, brokers, dealers and agents. We estimate that the expenses of the offering to be borne by us will be approximately US$37,548. The offering expenses consist of: a SEC registration fee of US$7,548, accounting fees of US$5,000, legal fees of US$20,000 and miscellaneous expenses of US$5,000.

17
 
Regulation M.   The selling stockholders should be aware that the anti manipulation provisions of Regulation M under the Exchange Act will apply to purchases and sales of shares of Common Stock by the selling stockholders, and that there are restrictions on market-making activities by persons engaged in the distribution of the shares. Under Regulation M, a selling stockholder or its agents may not bid for, purchase, or attempt to induce any person to bid for or purchase, shares of our Common Stock while such selling stockholder is distributing shares covered by this prospectus. The selling stockholders are not permitted to cover short sales by purchasing shares while the distribution is taking place. The selling stockholders are advised that if a particular offer of Common Stock is to be made on terms constituting a material change from the information set forth above with respect to the Plan of Distribution, then, to the extent required, a post- effective amendment to the accompanying registration statement must be filed with the Securities and Exchange Commission.


We are not a party to any pending legal proceeding or litigation and none of our property is the subject of a pending legal proceeding which the Company considers material.


The following table sets out certain information concerning the Company’s officers and directors.
 
Name   Age   Position(s) Held
         
Joseph Gutnick    55    Chairman of the Board
        President, Chief Executive Officer and Director.
         
David Tyrwhitt     69   Director.
         
Peter Lee
 
50
 
Secretary, Chief Financial Officer and Principal
       
Accounting Officer.
         
Craig Michael
 
30
 
General Manager Resources
 
Joseph Gutnick
 
Mr. Gutnick has been Chairman of the Board, President and Chief Executive Officer since November 2004 and has been Chairman of the Board, President and Chief Executive Officer of numerous public listed companies in Australia and the USA specialising in the mining sector since 1980 and is currently a Director of Quantum Resources Limited.  Mr. Gutnick was previously been a Director of the World Gold Council.  He is a Fellow of the Australasian Institute of Mining & Metallurgy and the Australian Institute of Management and a Member of the Australian Institute of Company Directors.

David Tyrwhitt

Dr Tyrwhitt was appointed a Director in March 2005. He is a geologist, holding a Bachelor of Science and PhD degrees and has 46 years experience in mineral exploration and management development and operation of gold mines in Australia.  Dr Tyrwhitt has been a Director of numerous public listed companies in Australia in the mining industry and is currently a Director of Astro Diamond Mines N.L., Great Gold Mines N.L., and Quantum Resources Limited and has also been a Director of Golden River Resources Corp, a Delaware corporation (GORV.OB) since 1996.

18
 
Peter Lee

Mr Lee has been Chief Financial Officer since March 2005 and Secretary since November 2004.  He is a Director, Chief Financial Officer and Secretary of Golden River Resources Corp, a Delaware corporation (GORV.OB).  Mr Lee is a Member of the Institute of Chartered Accountants in Australia, a Fellow of Chartered Secretaries Australia Ltd., a Member of the Australian Institute of Company Directors and holds a Bachelor of Business (Accounting) from Royal Melbourne Institute of Technology. He has over 25 years commercial experience and is currently General Manager Corporate and Company Secretary of several listed public companies in Australia.

Craig Michael

Mr. Michael has 8 years experience in the mining and resources industry. His previous work was with Oxiana Ltd where he was based in Laos in a Supervisor/Trainer role, both as a Mine Geologist and Resource Geologist at the Sepon Copper Gold Project. He was responsible for the geological interpretation ofthe Khanong copper-gold deposit and the surrounding oxide and primary gold deposits. In conjuction with training the national geologic staff in all mining and resource geology functions Mr. Michael also conducted resource estimates for public reporting. Prior to his time with Oxiana, he was a Mine Geologist at Sons of Gwalia’s Carosue Dam Gold Project in Western Australia where he also conducted his honours thesis on their flagship Karari gold deposit.

Involvement on Certain Material Legal Proceedings During the Last Five Years

No director, officer, significant employee or consultant has been convicted in a criminal proceeding, exclusive of traffic violations.  No director, officer, significant employee or consultant has been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities. No director, officer or significant employee has been convicted of violating a federal or state securities or commodities law.

Board of Directors

Our Certificate of Incorporation provides that there must be at least one Director of the Company.  Our Board of Directors currently consists of two directors.

Directors need not be stockholders of the Company or residents of the State of Delaware.  Directors are elected for an annual term and generally hold office until the next Directors have been duly elected and qualified.  Directors may receive compensation for their services as determined by the Board of Directors. A vacancy on the Board may be filled by the remaining Directors even though less than a quorum remains.  A Director appointed to fill a vacancy remains a Director until his successor is elected by the Stockholders at the next annual meeting of Shareholder or until a special meeting is called to elect Directors.

The executive officers of the Company are appointed by the Board of Directors.  There are no family relationships between any Directors or executive officers of the Company.

Our Board of Directors consists of two members, of whom one has been, and continues to be, independent under applicable regulations. During fiscal 2007, our Board of Directors met four times. The Board of Directors also uses resolutions in writing to deal with certain matters and during fiscal 2007, six resolutions in writing were signed by all Directors.

The Company encourages all Directors to attend the Annual Meeting of stockholders, either in person or by telephone. The Directors did not attend the 2007 Annual meeting as they were overseas on business.
 
19
 
Nominating Committee

We do not have a nominating committee. Historically our entire Board has selected nominees for election as directors. The Board believes this process has worked well thus far particularly since it has been the Board's practice to require unanimity of Board members with respect to the selection of director nominees. In determining whether to elect a director or to nominate any person for election by our stockholders, the Board assesses the appropriate size of the Board of Directors, consistent with our bylaws, and whether any vacancies on the Board are expected due to retirement or otherwise. If vacancies are anticipated, or otherwise arise, the Board will consider various potential candidates to fill each vacancy. Candidates may come to the attention of the Board through a variety of sources, including from current members of the Board, stockholders, or other persons.  The Board of Directors has not yet had the occasion to, but will, consider properly submitted proposed nominations by stockholders who are not directors, officers, or employees of Legend on the same basis as candidates proposed by any other person.

Audit and Compensation Committees

We do not have an Audit Committee or a Compensation Committee as we only have two Directors, only one of whom (Dr. Tyrwhitt) may be deemed to be independent.  However, Dr Tyrwhitt liaises directly with the auditors on matters normally dealt with by an Audit Committee. It is the opinion of the Board of Directors that Mr. Tyrwhitt is an independent director as defined in Rule 10A-3 of the Securities Exchange Act of 1934. In addition, the Board believes that Mr. Tyrwhitt would meet the director independence requirements of the Nasdaq Stock Market if we were listed on such Market. Our Board does not include a "financial expert" as defined in Item 407(e) of Regulation S-K. The Company only has one independent Director and this Director does not have a finance background.

Executive and Director compensation matters are determined by the entire Board of Directors.

Code of Ethics

We have adopted a Code of Conduct and Ethics and it applies to all Directors, Officers and employees.  A copy of the Code of Conduct and Ethics will be posted on our website and we will provide a copy to any person without charge.  If you require a copy, you will be able to download it from our website at www.lgdi.net or alternatively, contact us by facsimile or email and we will send you a copy.

Stockholder Communications with the Board

Stockholders who wish to communicate with the Board of Directors should send their communications to the Chairman of the Board at the address listed below. The Chairman of the Board is responsible for forwarding communications to the appropriate Board members.

Mr. Joseph Gutnick
Legend International Holdings, Inc.
PO Box 6315 St Kilda Road
Central Melbourne, Victoria 8008 Australia

Section 16(a) Beneficial Ownership Reporting Compliance

Pursuant to Section 16(a) of the Securities Exchange Act of 1934, our Directors, executive officers and beneficial owners of more than 10% of the outstanding Common Stock are required to file reports with the Securities and Exchange Commission concerning their ownership of and transactions in our Common Stock and are also required to provide to us copies of such reports.  Based solely on such reports and related information furnished to us, we believe that in fiscal 2007 all such filing requirements were complied with in a timely manner by all Directors and executive officers and 10% stockholders, except that Mr. Gutnick and Renika Pty Ltd. filed one Form 4 in connection with the sale of stock and Mr. Gutnick filed one Form 4 with respect to the receipt of options. Mr Lee filed two Form 4’s in connection with
 
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the receipt of options and Mr Michael filed a Form 3 and two Form 4’s in connection with the receipt of options, after the respective due dates of such forms.


The following table sets out, to the best of our knowledge, the numbers of shares of Common Stock beneficially owned as at March 25, 2008 by:

(i)  
each of our present Executive Officers and Directors,
 
(ii)  
each person (including any “group” as that term is defined in Section 13(d)(3) of the Securities  Exchange Act) who beneficially owns more than 5% of our Common Stock, and
 
(iii)  
all of our present Directors and officers as a group.

Name
Number of Shares Owned
Percentage of
Shares (1)
 
Joseph and Stera
Gutnick *
84,426,726
(2)(3)(4)(5)
47.68
 
         
David Tyrwhitt *
-
 
-
 
         
Peter Lee *
525,000
(6)
**
 
         
Craig Michael
-
(7)
   
         
All officers and
Directors
As a Group
 
 
84,951,726
 
 
47.98
 
Atticus European
Fund, Ltd
767 Fifth Avenue –
12 th Fl.
New York, NY
10153
21,428,063
(8)
9.94
 
         
Green Way
Portfolio D
767 Fifth Avenue –
12 th Fl.
New York, NY
10153
1,387,437
(8)
0.65
 

*
unless otherwise indicated, the address for each person is C/- Legend International Holdings, Inc., Level 8, 580 St Kilda Road, Melbourne, Victoria 3004, Australia.
**           less than 1%

(1)  
Based on 177,201,702 shares outstanding as of March 25, 2008.
 
(2)  
Includes 63,775,476 shares of Common Stock owned by Renika Pty. Ltd., of which Mr Joseph Gutnick, Stera M. Gutnick and members of their family are officers, Directors and principal stockholders.
 
(3)  
Includes 750,000 shares issuable to Mr Joseph Gutnick upon exercise of stock options of which vested on September 19, 2007. Mr Gutnick holds a further 750,000 options which vest on September 19, 2008 and 750,000 options which vest on September 19, 2009.
 
(4)  
Joseph Gutnick and Stera Gutnick are husband and wife.
 
(5)  
Includes 19,901,250 shares of Common Stock owned by Chabad House of Caulfield Pty Ltd. (“Chabad House”), a private corporation that is the trustee of the Heichal Menachem Community Centre Fund, a charitable organization. Joseph Gutnick and Stera Gutnick are directors of Chabad House but disclaim any beneficial interest in the shares of Common Stock owned by Chabad House.
 
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(6)  
Includes 525,000 shares issuable to Mr Peter Lee upon exercise of stock options of which vested on September 19, 2007. Mr Lee holds a further 525,000 options which vest on September 19, 2008, 333,333 options which vest on December 28, 2009  525,000 options which vest on September 19, 2009, 333,333 options which vest on December 28, 2009, 333,333, options which vest on December 28, 2010 and 333,334, options which vest on December 28, 2011.

(7)  
Does not include 100,000 options which vest on September 10, 2009, 416,666 options which vest on December 28, 2009, 100,000 options which vest on September 10, 20010, 416,667 options which vest on December 28, 2010, 100,000, options which vest on September 10, 2011 and 416,667, options which vest on December 28, 2011.

(8)  
In accordance with a Form 4 dated February 29, 2008, Atticus Capital LP, Atticus Management Limited and Mr. Timothy Barakett may be deemed to be beneficial owners of the shares of Common Stock.
 

Transfer Agent

The transfer agent and registrar for the Company's Common Stock is Continental Stock Transfer & Trust Company of 17 Battery Place, 8 th Floor, New York, NY 10004.


The following description of our Common Stock is a summary of the material terms of our Common Stock. This summary is subject to and qualified in its entirety by our Certificate of Incorporation as amended, our Bylaws and by the applicable provisions of the State of Delaware law.

Our authorized capital stock consists of 20,000,000 shares of preferred stock and 300,000,000 shares of Common Stock having a par value of $0.001 per share, of which 177,201,702 shares were issued and outstanding as of March 25, 2008.

There is no cumulative voting for the election of directors. There are no preemptive rights to purchase shares. The holders of shares of Common Stock are entitled to dividends, out of funds legally available therefore, when and as declared by the Board of Directors. The Board of Directors has never declared a dividend and does not anticipate declaring a dividend in the future. Each outstanding share of Common Stock entitles the holder thereof to one vote per share on all matters. In the event of liquidation, dissolution or winding up of our affairs, holders are entitled to receive, ratably, our net assets available to shareholders after payment of all creditors. All of our issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, and non-assessable. To the extent that our unissued shares of Common Stock are subsequently issued, the relative interests of existing shareholders may be diluted.


Not applicable
 
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The Delaware Business Corporation Act and our by-laws, provide that we shall indemnify our officers and directors and hold harmless each person who was, is or is threatened to be made a party to or is otherwise involved in any threatened proceedings by reason of the fact that he or she is or was our director or officer, against losses, claims, damages, liabilities and expenses actually and reasonably incurred or suffered in connection with such proceeding.  However, the statutory indemnity does not apply to: (a) acts or omissions of the director finally adjudged to be intentional misconduct or a knowing violation of law; (b) unlawful distributions; or (c) any transaction with respect to which it was finally adjudged that such director personally received a benefit in money, property, or services to which the director was not legally entitled. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the forgoing provisions or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable.


Not Applicable


The Company has never generated any significant revenues from operations and is still considered an exploration stage company.  The Company was initially formed to engage in the business of selling compatible inkjet cartridges and refill kits on the Internet for the consumer printer market.  In March 2003, management of the Company decided to engage in the business of building and acquiring controlling or other interests in one or more companies engaged in the contract sales and distribution of specialty medical products, and raise additional capital for this purpose.  Neither business was successful and operations of both were eventually discontinued.  During fiscal 2004, management of the Company developed a plan of operations to acquire income-producing real property.  The Company did not acquire any properties pursuant to such plan.

Following the change of management in November 2004, the Company developed a new plan of operations, which was to engage in mineral exploration and development activities.  Legend's business plan calls for the identification of mineral properties where it can obtain secure title to exploration, development and mining interests.

Legend’s Land Holdings and Projects

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

Queensland Projects

Tenement Status, Details & Commitments (Projected) Queensland, Australia

Lease
Lease Status
Project
App. Date
Grant Date
Expiry Date
Area (Ha)
Anni. Date  (2008)
Rent  $ (2008)
Commit. $ (2008)
EPM14905
Granted
Quita Creek
10/12/2004
12/12/2006
11/12/2011
 
11/12/2008
$11,178
$70,000
EPM14906
Granted
Highland Plains
10/12/2004
24/08/2007
23/08/2012
 
23/08/2008
$12,150
$50,000
EPM14912
Granted
Lily Creek
17/12/2004
30/01/2007
29/01/2012
 
29/01/2008
$12,460
$50,000
EPM14753
Application
D-Tree
9/08/2004
           
EPM16683
Application
Lady Jane
30/07/2007
           
EPM16940
Application
Lady Annie
9/10/2007
           
EPM16941
Application
Thorntonia
9/10/2007
           
EPM16942
Application
Lady Annie
9/10/2007