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Monday 24 October, 2005

Union Resources Ltd

Concise Financial Statement

Union Resources Limited
24 October 2005

24 October 2005


                            UNION RESOURCES LIMITED
            CONCISE FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2005

The Directors present their report on the consolidated financial report for the
year ended 30 June 2005.

IMPORTANT INFORMATION FOR MEMBERS

The Directors' Report, Concise Financial Report and Auditor's Statement
contained within this document represent a Concise Financial Report.

The Full Financial Report of Union Resources Limited for the financial year
ended 30 June 2005 and the Auditor's Report thereon will be sent, free of
charge, to members upon request.  Members wishing to receive the Full Financial
Report and Auditor's Report may arrange delivery by calling 0061 7 3833 3833 or
by visiting our website at http:// www.unionresources.com.au/.

The Concise Financial Report contained within this document has been derived
from the Full Financial Report of Union Resources Limited for the financial year
ended 30 June 2005 and cannot be expected to provide as full an understanding of
the financial performance, financial position and financing and investing
activities of the consolidated entity as the Full Financial Report.
DIRECTORS

The names and details of the Directors of the Company in office during the year
and until the date of this report are:

I.J. Burton                             Mr I. J. Burton is the Chairman of the 
(Chairman - Non-executive Director)     Board and has been an independent 
                                        non-executive Director of Union 
                                        Resources Limited for over 15 years.  
                                        He has over 30 years experience in many 
                                        facets of mining and business 
                                        activities, during which time he has 
                                        held many directorships of public listed 
                                        companies.

                                        He is also a Director, MRI Holdings 
                                        Limited, Merchant House International
                                        Limited, Ellendale Resources Limited, 
                                        Union Zinc Limited and Tox Free 
                                        Solutions Limited.  He was formerly a 
                                        Director of Dioro Exploration NL.
                                        Director since 1990.

                                        His special responsibilities include 
                                        being the Chairman of the Board, member
                                        of the audit committee and providing 
                                        advice to the Board on nomination and
                                        remuneration matters.

R.B. Murdoch                            Mr R. B. Murdoch has been the Managing 
B.A. (Earth Sciences) M.A.I.M.M.,       Director of Union Resources Limited for
M.A.I.G. (Managing Director)            over 13 years.  He has over 30 years of 
                                        international business experience in
                                        the management of public companies, 
                                        predominantly in the mining industry.

                                        He is currently a Director of the 
                                        economic entities within the Union 
                                        Group, Jab Technologies Limited and 
                                        Austex Mining NL.  Director since 1992.

                                        His responsibilities are the Executive 
                                        Management of the Company and its 
                                        entities and a member of the ETPI 
                                        lenders' committee.

J.D. Collins-Taylor                     Mr J. D. Collins-Taylor has extensive 
BA Bus ACA                              corporate finance experience and has
(Non-executive Director)                been involved in a number of major                 
                                        transactions involving companies listed 
                                        on the London and Hong Kong Stock 
                                        Exchanges.  He has been involved in 
                                        private equity and venture capital 
                                        business in Asia since 1992, prior to 
                                        which he spent 12 years with Deloitte 
                                        Touche Tohmatsu.  Independent 
                                        non-executive Director since 18 May 
                                        2005.

                                        He is also a Director of Asia Capital 
                                        Management Limited and Kestrel Assets
                                        Limited, a substantial shareholder in 
                                        the Company.

                                        His special responsibilities include 
                                        being a member of the audit committee 
                                        and providing advice to the Board on 
                                        nomination and remuneration matters.

I.W. Ross                               Mr I. W. Ross has over forty years 
Dip Mgmt                                experience in international business in
(Non-executive Director)                Europe, USA, Asia and Australasia and 
                                        has been at the leading edge of the
                                        development and implementation of new 
                                        financial techniques particularly for
                                        companies in the resources industry. He 
                                        qualified as, and is currently, an
                                        Associate of the Chartered Institute of 
                                        Bankers and holds a Diploma from the
                                        School of Management Studies, Regent 
                                        Street, London.  Mr. I. W. Ross has
                                        worked at the most senior level with 
                                        many of the major Australian companies 
                                        in resolving sensitive, difficult 
                                        problems and providing financial advice.
                                        Independent non-executive Director since 
                                        23 June 2005.

                                        He is also a Director of Intec Limited.

                                        His special responsibilities include 
                                        being a member of the audit committee 
                                        and providing advice to the Board on 
                                        nomination and remuneration matters.

DIRECTORS (continued)
K. Waplan                               Mr. K. Waplan is the President and CEO 
MSc.Mech Eng                            of Lundin Mining Corp. Lundin Mining is 
(Non-executive Director)                a Canadian mining and exploration 
                                        company with a primary focus in Europe. 
                                        Karl-Axel has a Master of Science in
                                        Mechanical Engineering from the Royal 
                                        Institute of Technology, Stockholm, 
                                        Sweden.  He brings over 25 years 
                                        professional and mining experience to 
                                        the Board and has extensive 
                                        international experience in project 
                                        financing, mine development, business 
                                        negotiations and management of joint 
                                        ventures.  Independent non-executive 
                                        Director since 12 September 2005.

                                        Mr K. Waplan is also a Director of 
                                        Lundin Mining AB, Lundin Mining Corp, 
                                        Arcon Exploration plc, Arcon 
                                        International Resources plc, Arcon Mines 
                                        Limited, Arcon Resources plc, Arcon Zinc 
                                        Limited, NAN AB, North Mining Svenska 
                                        AB, Zingruvan AB.  He was formerly a
                                        Director of Boliden Bergsoe AB, Boliden 
                                        Cuivre & Zinc SA, Boliden MKM Limited, 
                                        Ferrolegeringar AB and Sudamin GfE GmbH 
                                        & Co. KG.

                                        His special responsibilities include 
                                        providing advice to the Board on 
                                        nomination and remuneration matters.

P. R. Sauerberg was a Director from the beginning of the financial year until
his resignation on 18 May 2005.

J. Walker was a Director from the beginning of the financial year until his
resignation on 18 May 2005.

R.C. Hutton was a Director from the beginning of the financial year until his
resignation on 18 May 2005.

H. R. Moser was a Director from the beginning of the financial year until his
resignation on 30 November 2004.

All Directors shown were in office for the entire year and up to the date of
this report, unless otherwise stated.

COMPANY SECRETARY

The Company Secretary is Mr M. J. Ilett B Bus (Acc), Grad Dip Adv Acc, Grad Dip
Corp Gov, MBA, CA, ACIS.

Mr Ilett has been Company Secretary since 11 February 2005 and is a Queensland
Counsellor for Chartered Secretaries Australia.   In 2003 he graduated with the
MBA medallion in 2003 from the Brisbane Graduate School and recently graduated
as Queensland dux in Chartered Secretaries' Corporate Governance course.  
Before joining the Company in May 2002 he has been employed in a number of
senior financial and accounting roles. He is also a member of the ETPI lenders'
committee.

PRINCIPAL ACTIVITIES

During the financial period the principal continuing activities of the
consolidated entity consisted of:

          
     a)   Managing and advancing the Mehdiabad Zinc Project in Iran through the 
          Bankable Feasibility Study stage;
          
     b)   Supporting the Company's investment in Gold Aura Limited;

     c)   Completion of an in specie share distribution of Jab Technologies 
          Limited shares held by the Union Resources to Union shareholders; and
          
     d)   Negotiating with various parties to sell the Company's investment in 
          Eastern Telecommunications of the Philippines Inc.


REVIEW AND RESULTS OF OPERATIONS


A.  Mehdiabad Zinc Project

Union Resources Limited ('Union') is focused on the Bankable Feasibility Study
('BFS') for the development of the Mehdiabad Zinc Project in Iran.  Union
initially discovered this world class deposit in 2001 and carried out a Pre-
feasibility Study into the development, which indicated it would be viable to
open cut mine the deposit and process oxide ore and sulphide concentrate by acid
leach technologies to produce SGH metal at the site.  After extensive
metallurgical testing and economic modelling, Union engaged Aker Kvaerner
Australia Pty Ltd ('AKAU') to manage the BFS, with input from a wide range of
internationally accepted consultants.

REVIEW AND RESULTS OF OPERATIONS (continued)

A.  Mehdiabad Zinc Project (continued)

The main tasks over the past year have been:
          
     a)   14,000 metres of additional in fill drilling to convert resources to 
          measured and indicated resources sufficient for the first ten years 
          mine life.
          
     b)   Metallurgical tests to optimise the recovery of zinc from both the 
          oxide and sulphide ore and then to determine the variability of 
          recoveries across the resource.
          
     c)   Pilot plant testing of the optimum flow sheet for the oxide ore.

     d)   Environmental baseline and hydrology studies.

     e)   Geotechnical studies over the proposed open pit, waste dump and plant 
          area.

     f)   The development of a sophisticated database incorporating geological, 
          assay, geotechnical and metallurgical data that will allow mine 
          planning based totally on projected economics for each block in the
          block model.
          
     g)   Infrastructure studies and preliminary engineering.

A draft BFS is expected to be completed by early 2006.

B.  Gold Aura Limited

The Company had a 36.23% interest in the listed gold mining company Gold Aura
Limited ('Gold Aura').

The Gold Aura business strategy is to focus shareholders funds into exploration
for major new discoveries, whilst at the same time seeking partners for the
development of the Company's existing projects.

The main exploration has been in the Central Asian Black Shale Belt which hosts
a number of world class deposits including the largest gold deposit in the world
(Muruntau in Uzbekistan - 135 million ounces). A number of tenements have been
applied for and three in Western China (Saiyikale) have been granted and more
are being explored.

The Fergusson Island Gold Project comprises two known gold deposits (Gameta and
Wapolu) and a large area considered prospective for further gold mineralisation.
The Pre-Feasibility Study ('PFS') has indicated that a viable gold mine could be
established with a production capacity of 55,000 ounces a year at an operating
cost of approximately US$225 an ounce. The company is seeking joint venture
partners to undertake further exploration, a full Bankable Feasibility Study and
to develop this project.

The Company also holds tenements covering the Croydon Goldfields in North
Queensland. GOA has focused it exploration along major fault zones near the
northern and western edge of the Croydon Goldfields.  The faults are
characterised by broad zones of anomalous gold geochemistry. The Company is
seeking joint venture partners to fund the further exploration of the targets

Subsequent to year end the Company completed an in specie share distribution of
10,143,271 shares that Union held in Gold Aura to Union shareholders.

C.  Technology Assets

Jab Technologies Limited

Union entered into a Debt Forgiveness Agreement ('Agreement') in August 2004
with JAB Technologies ('JAB') after receiving shareholder approval at the
General Meeting held on 20th  August 2004.  In the Agreement, Union forgave its
loan to JAB and JAB was issued 7,290,000 new shares to Union in return together
with a proposed plan to list JAB on the Stock Exchange of Newcastle Limited.

On 20 August 2004, Union shareholders approved an equal capital reducition of
6,256,382 shares that Union held in Jab Technologies Limited, to Union
shareholders as registered on 27 August 2004.  On 16 September 2005, Jab
Technologies listed on the Stock Exchange of Newcastle Limited that resulted in
a selective capital reducition of a further 511,736 shares to Union
shareholders.  At the date of this report Union held 1,522,264 Jab Technology
Limited shares.

REVIEW AND RESULTS OF OPERATIONS (continued)

D.  Telecommunications Assets

Eastern Telecommunications of the Philippines Inc

The Company has been endeavouring to sell its 22% indirect interest in Eastern
Telecommunications of the Philippines Inc ('ETPI''), which is held by secured
converting notes in Australian Gigahertz Networks International ('AGNI').  In
turn, AGNI holds a 40% interest in ETPI through a wholly owned Filipino
subsidiary.  The Philippines telecommunication market has seen rapid growth in
recent years and ETPI has expanded its activities into the growth market of
broadband.  ETPI holds a full telecommunications industry franchise.

In assessing the carrying value of the Company's investment in ETPI, the
Directors have made a further provision for diminution of A$2.3 million to
reflect the significant appreciation of the Australian dollar against the US
dollar.  The Directors believe that there has been no impairment in the carrying
value of Company's investment in ETPI in US dollar terms.

OPERATING RESULTS AND DIVIDENDS

The operating loss from ordinary activities after income tax attributable to the
members of Union Resources Limited for the year ended 30 June 2005 was
$1,697,754 (June 2004: loss $1,232,272).  The operating loss from ordinary
activities after income tax of the consolidated entity for the year ended 30
June 2005 was $2,031,159 (June 2004: loss $1,586,396).  The increase in the net
loss is a result of the amount applied to the provision for diminution of ETPI
of  $2,300,000 and the gain on disposal of Jab Technologies Limited of
$1,464,607.

No dividends of the parent entity or any entity of the economic entity have been
paid or declared or recommended since the end of the preceding year.  The
Directors do not recommend the payment of any dividend for the year ended 30
June 2005.

CAPITAL STRUCTURE

During the year Union raised equity funds of $6,336,925 through the issue of
192,847,262 new ordinary shares that resulted in share issue costs of $236,527. 
The Company also issued 664,384 new ordinary shares to Directors in lieu of
Director's fees of $24,000.  The Company also completed an in specie capital
reduction of 6,256,382 Jab Technologies Limited shares at 20 cents per share
resulting in a capital reduction of $1,251,276.

RISK MANAGEMENT

The Board has been pro-active in identifying and analysing risks across the
operations of the Company. Although the Board has been instrumental in managing
risk, it has not established a separate risk management committee.  The Board
has requested its executive management to minimise the normal risks that relate
to exploration and mining activities in developing countries and hence are
inherent in the business and accepted by investors into the business.  On 1 July
2005, Union Resources Limited took out a $US4.5 million ($A6.08 million)
political risk insurance policy to protect the company's investment in the
Mehdiabad Zinc Project in Central Iran. The political risk insurance covers war
damage, forced abandonment and expropriation.

SIGNIFICANT CHANGES IN STATE OF AFFAIRS

Shareholders' equity increased to $21,982,868 from $18,579,568; an increase of
$3,403,300. The movement was largely a result of capital raised through share
issues via private placements and the continued development of the Mehdiabad
Zinc Project.  During the year the economic entity made a further provision for
diminution of $2,300,000 against the carrying value of Union's investment in
Eastern Telecommunications of the Philippines Inc ('ETPI') to reflect the
significant appreciation of the Australian Dollar, raised $6,719,666 in equity
funds and increased exploration and evaluation expenditure from $938,437 to
$5,878,640.  The company also completed an in specie share distribution of its
Jab Technology Limited shares to Union Resource Limited shareholders which
resulted in Jab Technologies Limited no longer being a member of the economic
entity.

SIGNIFICANT EVENTS AFTER THE BALANCE DATE

On 21 July 2005 the Company issued 7,000,000 new ordinary shares ('UCL') at an
issue price of 3 cents per share and 14,000,000 options ('UCLOA') exercisable at
10 cents per share on or before 31 March 2009.

On 4 August 2005 the Company lodged a prospectus for a non-renounceable pro-rata
rights issue with the Australian Securities and Investment Commission.  Under
the Prospectus the Company made an offer of up to 101,430,711 ordinary shares
('UCL') at an issue price of 3 cents per share together with up to 101,430,711
(' UCLOB') free attaching options for shares in the Company exercisable at 10
cents per share on or before 31 March 2009.

On 28 April 2005 the Company had entered into a placement agreement with RAB
Special Situations (Master) Fund Limited ('RAB') whereby the Company had agreed
to issue RAB a further 90,000,000 free options exercisable at 7.5 cents each on
or before 31st March 2009 ('RAB Options') which would be issued no later than 10
business days prior to the Company becoming admitted to another recognised stock
market including London's Alternative Investment Market ('AIM').  The placement
of the RAB Options was approved at a general meeting of shareholders held on 1
June 2005 and subject to listing rule 7.1 of the official listing rules of the
Australian Stock Exchange ('ASX'), which required the placement to be made by 1
September 2005, which is three (3) months after the date of the meeting.

On 1 September 2005 the Company had not issued the RAB options, as the Company
had not made its application to list on London's Alternative Investment Market. 
As RAB is a substantial shareholder under listing rule 10.1.3, the placement of
the RAB Options is subject to listing rule 10.11 of the official listing rules
of the ASX and will require shareholder approval at a general meeting of
shareholders.

On 2 September 2005 the Company issued 76,000,000 new ordinary shares ('UCL') at
an issue price of 3 cents per share pursuant to an agreement with Lundin Mining
AB.  The agreement also provides for the issue of the following securities to
Lundin Mining AB which are the subject of the General Meeting of Shareholders to
be held on 7 October 2005:
          
     •    The placement of 75,000,000 ('UCL') ordinary shares at an issue price 
          of 3 cents per share and 75,000,000 ('UCLOB') free attaching options 
          in  the Company exercisable at 10 cents per share on or before 
          31 March 2009; and

     •    The issue of 76,000,000 ('UCLOB') free attaching options which relates 
          to the issue of the 76,000,000 ('UCL') new ordinary shares on
          2 September 2005.

On 7 September 2005 a total of 10,000 options ('UCLOA') were exercised at 10
cents into an equal number of fully paid ordinary shares ('UCL').

On 13 September 2005 the Company completed an in specie share distribution of
10,143,271 Gold Aura Limited shares to the eligible Union Resource shareholders
on the basis of one (1) ordinary Gold Aura Share for every fifty (50) Union
Resource shares held.  The shares have been distributed equally to eligible
Union Resource shareholders on a pro rata basis based on the number of shares
held on the record date on 7 September 2005. As the result of the in specie
share distribution the Company currently holds 347,847 shares in Gold Aura
Limited and Gold Aura Limited and its subsidiary are no longer part of the
consolidated group.

The in specie share distribution of Gold Aura Share also resulted in a reduction
in the exercise price of ' UCLOA' options of 0.18 cents per existing option to
9.82 cents ($0.092) per option.

On 15 September 2005 the Company issued the 20-business day notice of the
intention to seek the admission of the Company's securities ('Admission') to the
Alternative Investment Market ('AIM') of the London Stock Exchange.  The
notification seeks duel listing on AIM to facilitate new opportunities in fund
raising and investment marketing and to provide added liquidity to its UK and
European-based shareholders.

On 16 September 2005 Jab Technologies Limited listed on the Stock Exchange of
Newcastle Limited.   Pursuant to the prospectus, Union transferred a further
511,736 ordinary shares it held in a selective capital reduction to Union
Resource shareholders.   At the date of this report Union Resources held
1,522,264 Jab Technology Limited shares.

The financial effect of these events have not been recognised in the 30 June
2005 financial statements of Union and the economic entity and these events have
no material effect on the financial statements as at 30 June 2005.

SIGNIFICANT EVENTS AFTER THE BALANCE DATE (continued)

At June 30, 2005 the carrying value of the assets and liabilities of Gold Aura
Limited and its subsidiary in the consolidated Statement of Financial
Performance are as follows: -

Gold Aura Assets and Liabilities within Consolidated Statement of Financial
Performance
                                                                                     JUNE 2005
                                                                                             $

Cash assets                                                                            156,774
Receivables                                                                              9,718
Other assets                                                                            15,727
TOTAL CURRENT ASSETS                                                                   182,219
Plant, property and equipment                                                              285
Evaluation and exploration expenditure                                               2,916,746
Other                                                                                  165,766
TOTAL NON CURRENT ASSETS                                                             3,082,797
TOTAL ASSETS                                                                         3,265,016
Payables                                                                               176,415
Provisions                                                                              21,193
TOTAL CURRENT LIABILITES                                                               197,608
Provisions                                                                              10,118
TOTAL LIABILITIES                                                                      207,726
NET ASSETS                                                                           3,057,290

LIKELY DEVELOPMENTS AND EXPECTED RESULTS

The Directors anticipate that in the following year the Company will focus on
the development of the Mehdiabad Zinc Project and the divestment of its non-core
and telecommunications assets.

The most significant areas for change are expected to be:
          
     •    Finalising the Bankable Feasibility Study for the Mehdiabad Project in 
          Iran for the construction of a 160,000 tonnes per annum zinc metal 
          plant.
          
     •    The disposal of the Company's indirect interest in its 
          telecommunications assets at a fair value.


ENVIRONMENTAL REGULATION AND PERFORMANCE

The Company is applying sound environmental practice with respect to the
Company's management of exploration being carried out at the Mehdiabad Base
Metal Project in Iran. As part of the proposed future development of this
project, the Mehdiabad Zinc Company (MZC) will be subject to environmental
regulations by the Ministry of the Environment in Iran.

ENVIRONMENTAL REGULATION AND PERFORMANCE (continued)

The consolidated entity is subject to environmental regulation in respect to its
former mining activities in North Queensland by the Environmental Protection
Agency of Queensland.  The company complies with the Mineral Resources Act
(1989) and Environmental Protection Act (1994). The maximum extent of that
liability as assessed and regulated by the Environmental Protection Authority of
Queensland is $205,760.

During the year Union completed remedial work recommended as a result of the
monitoring. The consolidated entity has carried out mineral exploration
activities in Queensland, Papua New Guinea and Iran.  To the Company's
knowledge, all restoration work required at this time has been completed in
accordance with the requirements of the governing bodies.                      
SHARE OPTIONS

As at the date of this report, there were 352,531,051 unissued ordinary shares
under options as represented in the following table:

Expiry Date                                                     Exercise Price
31 March 2009 - Listed 'UCLOA'                                      9.82 cents          246,040,340
31 March 2009 - Listed 'UCLOB'                                        10 cents          101,430,711
30 September 2005 - Directors & Employees                            297 cents            1,060,000
31 March 2006 - Unlisted                                              10 cents            4,000,000
                                                                                        352,531,051


Refer to note 16 of the financial statements for further details of the options
outstanding as at 30 June 2005.  Option holders do not have any right by virtue
of the option, to participate in any share issue of the company.

No options were issued to Directors, officers or employees as part of a
remuneration package.

INDEMNIFICATION AND INSURANCE OF DIRECTORS

During the year, Union Resources Limited's premium of $26,459 to insure the
Directors and officers of the company in relation to all liabilities and
expenses arising as a result of the performance of their duties in their
respective capacities to the extent permitted by law. The insurance period
covered is from 24 December 2004 to 23 December 2005.

DIRECTORS' MEETINGS

The numbers of meetings of Directors and meetings of committees of Directors
held during the year, and the number of meetings attended by each Director were
as follows:

                                                      DIRECTORS' MEETINGS                        COMMITTEE MEETINGS
                                           Attended              Circulating Resolutions               Audit
Number of meetings held:                       6                           22                            2

Number of meetings attended:
I. J. Burton                                   5                           22                            2
R. B. Murdoch                                  6                           22                           --
P. R. Sauerberg                                5                           18                            2
H. R. Moser                                    2                           8                            --
J. Walker                                      1                           13                           --
R. C. Hutton                                   4                           17                            2
J. D. Collins-Taylor                           1                           3                            --
I. W. Ross                                     1                           1                            --
K. Waplan                                     --                           --                           --

DIRECTORS' INTERESTS IN SHARES AND OPTIONS

Equity instruments of Directors

The interests in the equity instruments of the Company held by Directors of the
reporting entity and their Director related entities were:                      


                                 Ordinary Shares                                       Options
Name                               Fully Paid                            Listed                    Employee

I. J. Burton                        1,127,322                            187,887                   100,000 
R. B. Murdoch
J. D. Collins-Taylor                50,480,803                           9,511,801                 325,000
I.W. Ross                           47,232,894                           22,705,483                --
                                    1,507,032                            507,032                   --
                                    100,348,051                          32,912,203                425,000

AUDIT COMMITTEE

This Committee oversees and appraises the quality of audits conducted by the
entity's external auditors, as well as determining the adequacy of
administrative, operating and accounting controls. It is responsible for
ensuring that the entity properly complies with all legislation and policies
affecting its daily operations. It maintains open lines of communication between
the Board and external advisers and oversees the identification of risk to
ensure its proper management.  During the year the Company had 2 audit committee
meetings.

Members of the Audit Committee during the year were:

Name                    Position

P. R. Sauerberg         Non-Executive Director    (Resigned)
R. C Hutton             Executive Director        (Resigned)
I. J. Burton            Non-Executive Chairman

J. D. Collins-Taylor and I. W. Ross were appointed as members of the audit 
committee in July 2005.

REMUNERATION REPORT

The remuneration report is set out under the follow main headings: -
     
     A.   Principles used to determine the nature and amount of remuneration

     B.   Details of Remuneration

     C.   Service Agreements

     D.   Share-based compensation.

A. Principles used to determine the nature and amount of remuneration

The Board of Directors is responsible for determining and reviewing compensation
arrangements for the Directors, Chief Executive Officer and the senior
executives.  The Board also reviews and ratifies the Chief Executive Officer's
recommendations on the remuneration of key management and staff.

Executive Remuneration

The remuneration policy ensures that contracts for services are reviewed on a
regular basis and properly reflect the duties and responsibilities of the
individuals concerned.  The executive remuneration structure is based on a
number of factors including length of service, relevant market conditions,
knowledge and experience with the industry, organisational experience,
performance of the Company and that the remuneration is competitive in retaining
and attracting motivated people.  There are no guaranteed pay increases included
in the senior executives' contracts.  The new Board is currently reviewing the
executive remuneration.

REMUNERATION REPORT (continued)

Currently the executive remuneration comprises of a total fixed remuneration and
does not comprise of any short-term incentive schemes or equity based
remuneration except as stated in section D below.

The Directors are not entitled to any retirement benefits except those as
provided by the superannuation guarantee scheme, which is currently 9%.  Some
individuals however, have chosen to sacrifice some or part of their salary and
Director's Fees to increase payments towards superannuation.

Non Executive Directors

The Board, within the maximum approved by the Shareholders, from time to time
determines remuneration of Non Executive Directors, including the implementation
of Employee Share Option Schemes and the issuance of options.  The current
maximum amount of Non Executive Directors' fees payable is fixed at $140,000 per
annum in total for a 12-month period.  The current base remuneration for Non
Executive Directors was approved at the general meeting of shareholders held on
31 August 2005 and it is expected that the base remuneration will be increased
to reflect new appointments to the Board.

Directors' Fees

Remuneration for Non Executive Directors was increased from $12,500 to $35,000
per annum and remuneration for the Non-Executive Chairman was increased from
$30,000 to $35,000 per annum at the last general meeting of shareholders.  The
Non Executive Directors do not currently participate in any cash bonus or share
plans.  Except for retirement benefits provided by the superannuation guarantee
scheme there are no retirement benefits for the Non Executive Directors.

B. Details of remuneration

Details of the nature and amount of each element of the emolument of each
Director of the company and each of the five executive officers of the company
and the consolidated entity receiving the highest emolument for the year are set
out in the following tables.  The company paid out no short-term incentives and
granted no options to Directors or employees during the financial period.


DIRECTORS REMUNERATION (1)                                    YEAR ENDED JUNE 2005

NAME                                        ANNUAL EMOLUMENTS                  LONG TERM EMOLUMENTS
                                            Base            Equity                              
                                         Salary/Fees        Shares          Superannuation      Total
                                             $               $                    $              $
Chairman
I.J. Burton                                30,000           --                 --                30,000

Chief Executive Officer
R.B. Murdoch - Union                       199,350          --                 --                199,350
R.B. Murdoch - Gold Aura                   75,750           --                 --                75,750
                                           275,100          --                 --                275,100
Non Executive Directors - Current  (2)
J.D. Collins-Taylor                        2,916            --                 --                2,916
I. W. Ross                                 --               --                 --                --
K. Waplan                                  --               --                 --                --
                                           2,916            --                 --                2,916
Non Executive Directors - Former (3)
P.R. Sauerberg                             7,023            --                 --                7,023
H.M. Moser                                 --               12,000             --                12,000
J. Walker                                  --               12,000             --                12,000
R.C. Hutton (4)                            207,999          --                 --                207,999
                                           523,038          24,000             --                547,038

     
(1)  The Directors and Executives remuneration have been determined on the 
     basis of the cost to the entity which includes specific benefits and GST.

(2)  It is noted that J. D. Collins-Taylor was appointed Director on 18 May 
     2005, I. W. Ross was appointed Director on 23 June 2005 and K. Waplan was 
     appointed Director on 12 September 2005.

(3)  It is noted that P. R. Sauerberg, J. Walker and R. C. Hutton were Directors 
     from the beginning of the financial year until their resignation on 
     18 May 2005. H. R. Moser was a Director from the beginning of the financial 
     year until his resignation on 30 November 2004.

REMUNERATION REPORT (continued)

REMUNERATION OF OTHER EXECUTIVES


                                            Base           Equity         Superannuation       Total
                                         Salary/Fees        Shares
                                              $               $                  $                $
K. Chapple

Senior Geologist and Executive Exploration 140,000          --                 12,600         152,600
Director Gold Aura Limited
M. Ilett

Company Secretary and Chief Financial      90,133           --                 --             90,133
Officer
R Kamberaj  (5)

Geologist Consultant                       25,321           --                 2,279          27,600
K. Dawson (5)

Engineering Consultant                     89,397           --                 --             89,397
R. C. Hutton (4)

Project Supervisor Mehdiabad               48,578           --                 --             48,578
Total                                      393,429          --                 14,879         408,308


(4)  It is noted that R. C. Hutton is employed on a contract basis as Project 
     Supervisor for the Mehdiabad Project in Iran; he was also a Director from 
     the beginning of the financial year until his resignation on 18 May 2005.

(5)  It is noted that R. Kamberaj was employed on 28 April 2005 and K. Dawson 
     resigned on 30 November 2004

C. Service Agreements

Remuneration and other terms of employment for the Chief Executive Officer and
other executives are formalised in service agreements.  The contractual
arrangements contain certain provisions typically found in contracts of this
nature. Other major provisions of the agreements relating to the remuneration
are set out below:
          
     •    R. B. Murdoch (Chief Executive Officer)
          Union Resources Limited: Base Salary of $200,000 per annum plus 
          travel, accommodation and general out of pocket expenses
          Gold Aura Limited: Base Salary of $125 per hour plus travel, 
          accommodation and  general out of pocket expenses
          Period of Termination - Three (3) Months
          
     •    R. C. Hutton (Project Supervisor Mehdiabad)
          Base Salary of $900 per day plus travel, accommodation and general out 
          of pocket expenses
          Period of Termination - Four (4) Weeks
     
     •    K. G. Chapple (Executive Exploration Director Gold Aura Limited)
          Base salary of $140,000 per annum plus superannuation
          Period of Termination - Three (3) Months
          
     •    M. J. Ilett (Chief Financial Controller Company Secretary)
          Base Salary $72 per hour
          Period of Termination - Four (4) Weeks
          
     •    R. Kamberaj (Geologist Consultant)
          Terminated August 2005
          Base Salary of $600 per day plus travel, accommodation and general 
          out of pocket expenses Period of Termination - Four (4) Weeks
          
     •    K. Dawson (Engineering Consultant)
          Terminated November 2004
          Base Salary of $840 per day plus travel, accommodation and general out 
          of pocket expenses
          Period of Termination - Four (4) Weeks     


REMUNERATION REPORT (continued)

Directors and specified executives did not receive any cash bonuses, non-
monetary benefits or retirement benefits during the reporting period.  No
options were issued as remuneration to Directors, officers or employees during
the year.  Further details of the remuneration are detailed in note 25 of the
Financial Report.

D. Share Based Compensation

An incentive was offered to employees through the 'Directors and Employees Share
Option Plan' on 8 July 1999 which replaced a similar plan introduced on 25
November 1994.  The purpose of the plan is to provide an incentive to Directors
and employees to encourage and enhance the value of the Company for
shareholders. There are currently 1,060,000 million options issued under the
plan with an exercise price of $2.97, which are exercisable on or before 30
September 2005.  None of the options have been exercised and are considered to
have a nil fair value at the date of this report.

DIRECTORS' INTERESTS IN CONTRACTS

No material contracts involving Directors' interests were entered into during or
at the end of the year, other than those transactions detailed in note 27 of the
Full Financial Report.

AUDITORS' INDPEPENDENCE

Section 307C of the Corporations Act 2001 requires the Company's auditors,
Pitcher Partners, to provide the Directors with a written Independence
Declaration in relation to their review of the financial report for the period
ended 30 June 2005. The written Auditor's Independence Declaration is attached
to the Directors Report and forms part of this Director's Report.

TAX CONSOLIDATION

Effective 1 July 2003, for the purposes of income taxation, Union REsources and
its 100% owned subsidiaries have formed a tax consolidated group. Members of the
group have entered into a tax sharing arrangement in order to allocate income
tax expense to the wholly owned subsidiaries on a pro-rata basis.  In addition
the agreement provides for the allocation of income tax liabilities between the
entities should the head entity default on its tax payment obligations.

CORPORATE GOVERNANCE

The Board of Directors is responsible for the Corporate Governance of the
consolidated entity. The Board is committed to achieving the highest standards
of corporate behaviour and accountability.  The company's corporate governance
statement is contained in the corporate governance section of the Full Financial
Report.

Signed for and on behalf of the Board in accordance with a resolution of the
Directors.


Director - R B Murdoch
Brisbane, 30 September 2005


AUDITORS INDEPENDENT DECLARATION

                       AUDITOR'S INDEPENDENCE DECLARATION
                  TO THE DIRECTORS OF UNION RESOURCES LIMITED

In relation to our audit of the concise financial report of Union Resources
Limited for the year ended 30 June 2005, to the best of my knowledge and belief,
there have been no contraventions of the auditor independence requirements of
the Corporations Act 2001 or any applicable code of professional conduct.

Pitcher Partners

R J St Clair
Partner

Brisbane, 30 September 2005

STATEMENT OF FINANCIAL PERFORMANCE - YEAR ENDED 30 JUNE 2005                            CONSOLIDATED

                                                                Notes           JUNE 2005            JUNE 2004
                                                                                        $                    $
Revenues from ordinary activities                                      2        1,611,219
                                                                                                       131,488
Expenses from ordinary activities                                             (3,642,378)          (1,810,671)
Profit (Loss) from ordinary activities before income tax                      (2,031,159)          (1,679,183)
expense
Income tax expense relating to ordinary activities                                     --               92,787
Net Profit (Loss)                                                             (2,031,159)          (1,586,396)
Net loss attributable to outside equity interest                                  333,405              354,124
Net Profit (loss) attributable to members of Union Resources                  (1,697,754)          (1,232,272)
Limited
Total changes in equity other than those resulting from                       (1,697,754)          (1,232,272)
transactions with owners as owners

Basic loss per share (cents per share)                                 4           (0.46)               (0.54)
Diluted loss per share (cents per share)                               4           (0.46)               (0.54)
DISCUSSION AND ANALYSIS - FINANCIAL PERFORMANCE
SEGMENT ANALYSIS

An analysis of revenue and profit from ordinary activities before income tax by
segment is set out in note 6.

TRENDS IN REVENUES ARISING FROM OPERATING ACTIVITIES

Union Resources Limited and its economic entities recorded a net loss of
$1,697,754 for the year ended 30 June 2005 compared with a net loss of
$1,232,272 in the previous financial year.  Total revenues increased by
$1,479,731 to $1,611,219, which is largely attributable to a gain on disposal of
Jab Technologies Limited of $1,464,607. The other sources of increase in revenue
were an increase in interest income by 33.96% from $73,544 to $98,540 and
increase in other revenue from NIL to $21,000 which relates to a non-refundable
option concerning the proposed sale of the economic entity's Georgetown mining
assets to a third party.

MAIN INFLUENCES ON THE COSTS OF OPERATION

Total expenses increased 101.16% from $1,810,671 to $3,642,378.  The increase in
expenses is largely attributable to an increase in diminution of asset values
from $226,672 to $2,516,881, which occurred due an increase in provision for
diminution of $2,370,974 against the carrying value of the investment in ETPI. 
The increase is offset by a reduction in other expenses (excluding diminution in
asset values expenses) by $458,502 from $1,582,999 to $1,125,497, which is due
to a $159,409 reduction in employee benefits, a $116,555 reduction in consulting
fees and a $98,906 reduction in general administrative expenses.

OUTSIDE EQUITY INTERESTS

The outside equity interests in the net loss has decreased by 5.85% due to
outside equity interest having an increased share of loss from the Gold Aura
Limited loss which was $522,201 in the current financial year compared with a
loss of $627,675 in the previous financial year.


STATEMENT OF FINANCIAL POSITION AS AT JUNE 2005                                            CONSOLIDATED

                                                                    Notes           JUNE 2005         JUNE 2004
                                                                                            $                 $
CURRENT ASSETS
Cash assets                                                                         1,896,566         1,584,875
Receivables                                                                           135,141            20,379
Other assets                                                                           51,851           132,722
TOTAL CURRENT ASSETS                                                                2,083,558         1,737,976
NON-CURRENT ASSETS
Receivables                                                                                --                --
Other financial assets                                                              6,030,563         8,044,596
Property, plant and equipment                                                          30,188            55,963
Evaluation and exploration expenditure                                             15,111,175         9,403,745
Other assets                                                                          211,026           211,387
TOTAL NON-CURRENT ASSETS                                                           21,382,952        17,715,691
TOTAL ASSETS                                                                       23,466,510        19,453,667
CURRENT LIABILITIES
Payables                                                                            1,096,928           445,081
Provisions                                                                             41,364            41,872
TOTAL CURRENT LIABILITIES                                                           1,138,292           486,953
NON-CURRENT LIABILITIES

Payables                                                                              302,035           332,810
Provisions                                                                             43,315            54,636
TOTAL NON-CURRENT LIABILITIES                                                         345,350           387,446
TOTAL LIABILITIES                                                                   1,483,642           874,399
NET ASSETS                                                                         21,982,868        18,579,268
EQUITY
Total contributed entity                                                           80,419,340        75,546,218
Total reserves                                                                      1,191,429         1,317,085
Total accumulated losses                                                         (61,202,493)      (59,593,395)
Total parent entity interest in equity                                             20,408,276        17,269,908
Outside equity interest in controlling entity                                       1,574,592         1,309,360
TOTAL EQUITY                                                                       21,982,868        18,579,268
(a) Reconciliation of outside equity interest in controlled entities
Contributed Entity                                                                  1,877,952         1,316,138

Reserves                                                                              651,728           526,072
Share of Accumulated losses
                                                                                    (955,088)         (532,850)
Closing balance                                                                     1,574,592         1,309,360

STATEMENT OF FINANCIAL POSITION

DISCUSSION AND ANALYSIS - FINANCIAL POSITION

CHANGES IN THE COMPOSITION OF ASSETS

Total assets increased by $4,012,843 from $19,543,667 to $23,466,510 primarily
as a result of a net increase of evaluation and exploration expenditure of
$5,707,430 which was largely due to continued development of the Mehdiabad Zinc
Project in Iran and the increase in cash assets of  $311,691 as a result of news
shares issues during the year. The increase in assets is offset by the increase
in provision off $2,370,974 against the carrying value of the investment in
ETPI.

CHANGES IN THE COMPOSITION OF LIABLITLIES

Total liabilities increased by $609,243 (69.68%) to $1,483,642 which is mainly
as a result the increase in trade creditors relating to Mehdiabad Zinc Project.

OTHER SIGNFICANT MOVEMENTS IN STATEMENT OF FINANCIAL POSITION ITEMS

Contributed equity increased by $4,873,122 (6.45%) from $75,546,218 to
$80,419,340 as a result of the allotment of 193,511,646 new ordinary shares. 
The funds were used to fund working capital and for the continued development of
the Mehdiabad Zinc Project.

RELATIONSHIP BETWEEN DEBT AND EQUITY

The Company's activities have been significantly funded through new shares and
as 30 June 2005 the Company had no financial debt.


            STATEMENT OF CASH FLOWS - YEAR ENDED 30 JUNE 2005                                    CONSOLIDATED
                                                                           Notes           JUNE 2005        JUNE 2004
                                                                                                   $                $
            CASH FLOWS FROM OPERATING ACTIVITIES
            Deposits received                                                                 11,000           39,687
            Receipts from customers and tax receipts                                         350,632          176,212
            Interest received                                                                 98,453           76,990
            Interest and other financial costs paid                                          (3,672)          (4,413)
            Payments to suppliers and employees                                          (1,195,631)      (1,661,593)
            NET CASH FLOWS FROM OPERATING ACTIVITIES                                       (739,218)      (1,373,117)

            CASH FLOWS FROM INVESTING ACTIVITIES
            Loans to Related Parties
            Purchase of equity investments                                                 (105,991)         (86,626)
            Purchase of physical non-current assets                                         (33,196)         (20,400)
            Purchase of exploration, evaluation and development assets                   (5,529,931)      (1,090,956)
            Proceeds from disposal of physical non-current assets                                 --           13,603
            Proceeds fro refund of deposit                                                       361               --
            NET CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES                           (5,668,757)      (1,184,379)

            CASH FLOWS FROM FINANCING ACTIVITIES
            Proceeds from issue of ordinary shares and options                             6,968,911        2,926,469
            Other - Share issue costs                                                      (249,245)         (74,180)
            NET CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES                             6,719,666        2,852,289
            NET INCREASE/(DECREASE) IN CASH HELD                                             311,691          294,793
            Add opening cash brought forward                                               1,584,875        1,290,082
            CLOSING CASH CARRIED FORWARD                                                   1,896,566        1,584,875

DISCUSSION AND ANALYSIS - CASH FLOWS

CHANGES IN CASH FLOWS FROM OPERATIONS

Cash increased $311,691 (19.67%) to $1,896,566 was largely as a result of a net
group capital rasing $6,719,666, increase in expenditure in exploration and
evaluation and development assets from $1,090,956 to $5,529,93 and a reduction
in cash flows from operations from $1,373,117 to $739,218.  The reduction in
cash used in operating activities was due to decreases in employee remuneration,
consulting fees and general and administrative overhead expenses.

FINANCING OF CAPITAL EXPENDITURE PROGRAMS

Significant cash flows from investing activities in the period were largely due
to payments for exploration, evaluation and development expenditure relating
mainly to the economic entity's development of the Mehdiabad Zinc Project in
Iran and to a lesser extent further expenditure on the Fergusson Island Project
in South Eastern Papua New Guinea and on the Croydon Project in North
Queensland.  The economic entity also committed funds for new project
expenditure in Australia and in South East Asia along the Central Asian Black
Shale Belt.

CASH FLOWS FROM FINANCING ACTIVITIES

The most significant cash flows from financing activities during the year were
proceeds from issues of shares. During the year the economic entity raised
$6,719,666 through issues of new ordinary shares. The proceeds from this issue
was utilised to fund the operating and investing activities of the company.

NOTES TO THE CONCISE FINANCIAL STATEMENTS - YEAR ENDED 30 JUNE 2005

1.    BASIS OF PREPARATION OF THE CONCISE FINANCIAL REPORT

The concise financial report has been prepared in accordance with the
requirements of the Corporations Act 2001 and Accounting Standard AASB 1039
'Concise Financial Reports'.

Changes in accounting policies and estimates

The accounting policies adopted are consistent with those of the previous year.

                                                                                          CONSOLIDATED
                                                                                   JUNE 2005          JUNE 2004
                                                                                           $                  $
2.    REVENUE FROM ORDINARY ACTIVITIES


(a)   Specific Items
Profit from ordinary activities before income tax expense includes the following revenues
and expenses whose disclosure is relevant in explaining the financial performance of the entity:
       Revenues from operating activities
       Revenue from sale of goods                                                        313             36,436
       Revenues from non-operating activities                                             --                 --
       Foreign currency gain                                                          26,779                 --
       Interest - unrelated parties                                                   98,520             73,544
       Gain on Disposal of Subsidiary                                              1,464,607
       Proceeds from sale investments                                                     --             13,603
       Other revenue                                                                  21,000              7,905
       Total revenue from operating activities                                     1,611,219            131,488

3.    DIVIDENDS PAID OR PROVIDED FOR ON ORDINARY SHARES

(a)   Dividends proposed and recognised as a liability
       Franked dividends                                                                  --                 --
(b)   Specific Items
       Franked dividends                                                                  --                 --
                                                                                          --                 --
4.      LOSS PER SHARE
Basic loss per share (cents per share)                                                (0.46)              (0.54)
Diluted loss per share (cents per share)                                              (0.46)              (0.54)
Earnings used in calculating of basic loss per share                             (1,697,754)         (1,232,272)
Earnings used in calculating of diluted loss per share                           (1,697,754)         (1,232,272)
Weighted average number of shares used as the denominator
Weighted average number of ordinary shares used in the dominator in              370,789,969        226,796,508
calculating basic loss per share
Weighted average number of ordinary shares used in the dominator in              370,789,969        226,796,508
calculating diluted loss per share


NOTES TO THE CONCISE FINANCIAL STATEMENTS (CONTINUED)

4.      LOSS PER SHARE (continued)

At year end, the economic entity had 237,110,340 options on issue representing
232,050,340 options with an exercise price of 10 cents, 4,000,000 options with
an exercise price of 10 cents, and 1,060,000 options with an exercise price of
297 cents.  It is unlikely that the options will be converted into shares, as
the share price at the end of the year was 2.8 cents per share, which is well
below the exercise price for the options.

Diluted loss per share excludes options as their conversion price at year end
was in well in excess of their exercise price.  As such, the Directors believe
that the options are not likely to be currently exercised and therefore, not
potentially dilutive to the ordinary shares.


                                                                                              CONSOLIDATED

                                                                                          JUNE 2005       JUNE 2004
                                                                                                  $               $
                5.    ACCUMULATED LOSSES


                Reconciliation of accumulated losses
                Balance at the beginning of the year                                      59,593,395      58,361,123
                Adjustment to opening accumulated losses:
                Increase in Outside Equity Interest 56.4% to 63.77%                         (88,656)              --
                Adjusted balance at the beginning of the year                             59,504,739      58,361,123
                Net profit (loss) attributable to members of Union Resources               1,697,754       1,232,272
                Limited
                Balance at end of year                                                    61,202,493      59,593,395


6.     SEGMENT REPORTING

The economic entity's operating entities are organised and managed according to
the nature of the products and services they provide, with each segment offering
different products and servicing different markets. The economic entity 
operates within mining and exploration, investment in information technology,
telecommunications industry and corporate head office activities.

Geographically, the group operates within four predominant segments, being
Australia, Papua New Guinea, Philippines and Iran. The investments in
information technology and head office investments opportunities of the group
take place in  Australia. The mining operations are conducted in Papua New
Guinea, Iran and Australia. The investment in  telecommunications industry takes
place exclusively in the Philippines.


Segment 
Information 
-                      Mining &      Information Technology    Telecommunications        Corporate        Consolidation
Primary               Exploration
segment               
Business 
Segments  JUNE 2005 JUNE 2004  JUNE 2005   JUNE 2004   JUNE 2005  JUNE 2004 JUNE 2005 JUNE 2004  JUNE 2005   JUNE 2004

                  $         $          $           $           $          $         $         $          $           $
Sales to 
customers        --                   313      36,436          --        --        --        --         313     36,436
outside the 
consolidated
entity
Other 
revenues 
from
customers 
outside the                                                                                                    
consolidated 
entity        21,000    43,691          --       2,156      26,779    12,115 1,563,127    37,090   1,610,906    95,052
Total 
Segment 
Revenue       21,000    43,691         313      38,592      26,799    12,115 1,563,127    37,090
Total 
Consolidated 
Revenue                                                                                        1,611,219     131,488

Results
Segment 
result     (178,593) (638,628)    (60,971)   (238,915) (2,341,781) (232,343) 550,187 (569,297) (2,031,159) (1,679,183)

Consolidated 
entity 
profit/
(loss) from 
ordinary 
activities 
before 
income 
tax 
expense                                                                                         (2,031,159) (1,679,183)
Income tax (expense)/ benefit                                                                            --    (92,787)
Net loss                                                                                        (2,031,159) (1,586,396)

                                        Information
              Mining & Exploration       Technology     Telecommunications       Corporate         Consolidation
               JUNE 2005 JUNE 2004 JUNE 2005 JUNE 2004 JUNE 2005 JUNE 2004 JUNE 2005 JUNE 2004 JUNE 2005 JUNE 2004
                       $         $         $         $         $         $         $         $         $         $
Assets
Segment 
assets        15,477,672 9,997,374       --  105,894 5,700,000 8,000,002  2,288,838 1,350,397 23,466,510 19,453,667
Liabilities
Segment 
liabilities      849,823   143,255       --   37,428   302,035   332,810    331,784   360,909  1,483,642    874,402
Other 
segment 
information:
Acquisition 
of property, 
plant and 
equipment,    5,886,603    946,742       --       --        --     3,445     25,233     8,650  5,911,836    958,837
intangible 
assets and 
other 
non-current
assets

Depreciation 
and discount 
on monetary 
values          184,048    74,520       --   26,579        --        --     41,924    51,014    225,972    152,113

Segment 
information 
- 
secondary 
segment                  Australia        South East Asia        Philippines           Iran             Consolidation
                                            (Excluding
                                            Philippines)
Geographical 
Segment            JUNE 2005 JUNE 2004 JUNE 2005 JUNE 2004 JUNE 2005 JUNE 2004 JUNE 2005  JUNE 2004 JUNE 2005  JUNE 2004
                            $       $          $        $          $         $          $     $             $          $

Segment revenue     1,584,440 108,827         --    9,231    26,779    12,115         -- 1,315      1,611,219    131,488
      
Segment assets      4,675,940 3,940,067  831,632  642,335 5,700,000 8,000,002 12,258,938 6,871,263 23,466,510 19,453,667

Other segment 
information:
Acquisition 
of property, 
plant and 
equipment,            201,135   265,334  327,185   59,795        --     9,332  5,383,516   624,376  5,911,836    958,837
exploration 
assets and 
other non-
current
assets
Depreciation 
and discount 
on monetary 
values               129,213   140,284   96,348    2,387        --     9,332        410       110    225,971    152,113


7.    SIGNIFICANT EVENTS AFTER BALANCE DATE

On 21 July 2005 the Company issued 7,000,000 new ordinary shares ('UCL') at an
issue price of 3 cents per share and 14,000,000 options ('UCLOA') exercisable at
10 cents per share on or before 31 March 2009.

On 4 August 2005 the Company lodged a prospectus for a non-renounceable pro-rata
rights issue with the Australian Securities and Investment Commission.  Under
the Prospectus the Company made an offer of up to 101,430,711 ordinary shares
('UCL') at an issue price of 3 cents per share together with up to 101,430,711
('UCLOB') free attaching options for shares in the Company exercisable at 10
cents per share on or before 31 March 2009.

On 28 April 2005  the Company had entered into a placement agreement with RAB
Special Situations (Master) Fund Limited ('RAB') whereby the Company had agreed
to issue RAB a further 90,000,000 free options exercisable at 7.5 cents each on
or before 31st March 2009 ('RAB Options') which would be issued no later than 10
business days prior to the Company becoming admitted to another recognised stock
market including London's Alternative Investment Market ('AIM').  The placement
of the RAB Options was approved at a general meeting of shareholders held on 1
June 2005 and subject to listing rule 7.1 of the official listing rules of the
Australian Stock Exchange ('ASX'), which required the placement to be made
within 3 months of the date of the meeting.

On 1 September 2005 the Company had not issued the RAB options, as the Company
had not made its application to list on London's Alternative Investment Market. 
As RAB is a substantial shareholder under listing rule 10.1.3, the placement of
the RAB Options is subject to listing rule 10.11 of the official listing rules
of the ASX and will require shareholder approval at a general meeting of
shareholders.

On 2 September 2005 the Company issued 76,000,000 new ordinary shares ('UCL') at
an issue price of 3 cents per share puruant to an agreement with Lundin Mining
AB.  The agreement also provides for the issue of the following securities to
Lundin Mining AB which are the subject of the General Meeting of Shareholders to
be held on 7 October 2005:
                     
     •    The placement of 75,000,000 ('UCL') ordinary shares at an issue price 
          of 3 cents per share and 75,000,000 ('UCLOB') free attaching options 
          in the Company exercisable at 10 cents per share on or before 31 March 
          2009; and

     •    The issue of 76,000,000 ('UCLOB') free attaching options which relates 
          to the issue of the 76,000,000 ('UCL') new ordinary shares on 
          2 September 2005.

On 7 September 2005 a total of 10,000 options ('UCLOA') were exercisable at 10
cents into an equal number of fully paid ordinary shares ('UCL')

On 13 September 2005 the Company completed an in specie share distribution of
10,143,271 Gold Aura Limited shares to the eligible Union Resource shareholders
on the basis of one (1) ordinary Gold Aura Share for every fifty (50) Union
Resource shares held.  The shares have been distributed equally to eligible
Union Resource shareholders on a pro rata basis based on the number of shares
held on the record date on 7 September 2005.   As the result of the in specie
share distribution the Company currently holds 347,847 shares in Gold Aura
Limited and Gold Aura Limited and its subsidiary are no longer part of the
consolidated group.

On 15 September 2005 the Company issued the 20-business day notice of the
intention to seek the admission of the Company's securities ('Admission') to the
Alternative Investment Market ('AIM') of the London Stock Exchange.  The
notification seeks duel listing on AIM to facilitate new opportunities in fund
raising and investment marketing and to provide added liquidity to its UK and
European-based shareholders.

On 16 September 2005 Jab Technologies Limited listed on the Stock Exchange of
Newcastle Limited.   Pursuant to the prospectus, Union transferred a further
511,736 ordinary shares it held in a selective capital reduction to Union
Resource shareholders.   At the date of this report Union Resources held
1,522,264 Jab Technology Limited shares.

The in specie share distribution of Gold Aura Share on 13 September 2005 
resulted in a reduction in the exercise price of 'UCLOA' options of $0.018 per
existing option to 9.82 cents ($0.092) per option.  At June 30, 2005 the
carrying value of the assets and liabilities of Gold Aura Limited and its
subsidiary in the consolidated Statement of Financial Performance are as
follows:-

Gold Aura Assets and Liabilities included within the Consolidated Statement of
Financial Performance

                                                                                  JUNE 2005
                                                                                          $

Cash assets                                                                         156,774
Receivables                                                                           9,718
Other assets                                                                         15,727
TOTAL CURRENT ASSETS                                                                182,219
Plant, property and equipment                                                           285
Evaluation and exploration expenditure                                            2,916,746
Other                                                                               165,766
TOTAL NON CURRENT ASSETS                                                          3,082,797
TOTAL ASSETS                                                                      3,265,016
Payables                                                                            176,415
Provisions                                                                           21,193
TOTAL CURRENT LIABILITES                                                            197,608
Provisions                                                                           10,118
TOTAL LIABILITIES                                                                   207,726
NET ASSETS                                                                        3,057,290


The financial effect of these events have not been recognised in the 30 June
2005 financial statements of Union and the economic entity and these events have
no material effect on the financial statements as at 30 June 2005.

8.   INTERNATIONAL FINANCIAL REPORTING STANDARDS

The Company has evaluated the financial impact of key differences in accounting
policies that are expected to arise from adopting Australian equivalents of
International Financial Reporting Standards ('AIFRS') for application to
reporting periods beginning on or after 1 January 2005. The Company has
evaluated the financial impact of key differences in accounting policies that
are expected to arise from adopting AIFRS and based on the current information,
the adoption of AIFRS should have no material effect, except as noted below, on
the economic entity's reported financial performance, cash flows, or assets,
liabilities and contributed equity as disclosed in the Statement of Financial
Position.

The ecomomic entity has applied the exemptions provided in AASB 1 First-time
Adoption of Australian Equivalents to International Financial Reporting
Standards, which permits the consolidated entity to grandfather all prior
business combinations so that only minor restatements for prior consolidated
entries are needed and permits the recognition of items of plant, property and
equipment at deemed cost at the date of transition to AIFRS.

There are no material differences between the income statement presented under
AFIRS and the income statement presented under previous Australian Generally
Accepted Accounting Principles ('AGAAP').

There are no material differences between the cash flow statement presented
under AFIRS and the cash flow statement presented under previous AGAAP.

An explanation of the differences from previous AGAAP to AIFRS and its affect on
the consolidated entity's financial position and financial performance relate to
the following matters that have been dealt with in detail in the Full Financial
Report:-
          
     •    AASB 139 Financial Instruments - Recognition and measurement of the 
          economic entity's investment in Eastern Telecommunications of 
          Philippines Inc and shares held in Jab Technologies Limited;

     •    AASB 136 Impairment of Assets - Impairment of the exploration and 
          evauation expenditure;

     •    AASB 137 Provisions, Contingent Liabilities and Contingent Assets - 
          Recognition and measurement of provision for rehabilitation for      
          exploration tenements; and

     •    AASB 128 Investments in Associates and AASB 131 Investments in Joint 
          Ventures - Recognition and meansurement of the investment in the 
          Mehdiabad Zinc Project.

The investment in Mehdiabad has been assessed for impairment and it is not 
expected to be any initial impairment adjustment for the carrying value of this 
asset.

DIRECTORS DECLARATION

In accordance with a resolution of the Directors of Union Resources Limited, we
state that in the opinion of the Directors:
     
(a)  The Concise Financial Report of the consolidated entity for the year ended 
     30 June 2005 is in accordance with Accounting Standard AASB 1039 'Concise 
     Financial Report'; and
     
(b)  The financial statements and specific disclosures included in the Concise 
     Financial Report have been derived from the Full Financial Report for the 
     year ended 30 June 2005.

On behalf of the Board.

R. B.  MURDOCH
Director

30 September 2005
Brisbane


                   INDEPENDENT AUDIT REPORT TO THE MEMBERS OF
                            UNION RESOURCES LIMITED

Scope

The concise financial report and directors' responsibility

The concise financial report comprises the consolidated statement of financial
position, consolidated statement of financial performance, consolidated
statement of cash flows, discussion and analysis of and accompanying notes to
the financial statements, and the Directors' declaration for Union Resources
Limited (the company), for the year ended 30 June 2005.

The Directors of the company are responsible for the preparation and true and
fair presentation of the concise financial report in accordance with Australian
Accounting Standard AASB 1039: Concise Financial Reports.

Audit approach

We conducted an independent audit of the concise financial report in order to
express an opinion on it to the members of the company.  Our audit was conducted
in accordance with Australian Auditing Standards in order to provide reasonable
assurance as to whether the concise financial report is free of material
misstatement.  The nature of an audit is influenced by factors such as the use
of professional judgement, selective testing, the inherent limitations of
internal control, and the availability of persuasive rather than conclusive
evidence.  Therefore, an audit cannot guarantee that all material misstatements
have been detected.

We also performed an independent audit of the full financial report of the
company for the financial year ended 30 June 2005. Our audit report on the full
financial report was signed on 30 September 2005.

We performed procedures to assess whether in all material respects the concise
financial report presents fairly, in accordance with Australian Accounting
Standard AASB 1039: Concise Financial Reports.

We formed our audit opinion on the basis of these procedures, which included:
          
     •    testing that the information included in the concise financial
          report is consistent with the information in the full financial 
          report, and
           
     •    examining, on a test basis, information to provide evidence supporting 
          the amounts, discussion and analysis, and other disclosures in the
          concise financial report which were not directly derived from the full 
          financial report.

Independence

In conducting our audit, we followed applicable independence requirements of
Australian professional ethical pronouncements and the Corporations Act 2001.

Audit opinion

In our opinion, the concise financial report of Union Resources Limited complies
with Australian Accounting Standard AASB 1039: Concise Financial Reports.

Inherent uncertainty regarding continuation of going concern

Without qualification to the statement expressed above, attention is drawn to
the following matter.

As a result of the matters described in Note 1 to the full financial statements,
the consolidated entity has the ability to continue as a going concern so long
as the entity is not materially affected by an adverse change in the external
environment in which it operates.  The financial report does not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or to the amounts and classification of liabilities that might be  
necessary should the consolidated entity not continue as a going concern.

Inherent uncertainty regarding telecommunications investments and capitalised
mineral exploration costs

Without qualification to the statement expressed above, attention is also drawn
to the following matters:
     
(a)  investments in the telecommunications industry totalling $5,700,000
     (2004: $8,000,000) have been included in the consolidated entity's 
     Statement of Financial Position as non-current assets. As disclosed in note 
     10 to the full financial report; and

(b)  capitalised exploration and development costs totalling $15,111,175 2004: 
     $9,403,745) have been included in the consolidated entity's Statement of
     Financial Position as non-current assets (refer note 12 to the full 
     financial report).

The ultimate recovery of the carrying values of these assets is dependent upon
their successful development and commercial exploitation or, alternatively, the
sale of the relevant assets at amounts in excess of their book values.

PITCHER PARTNERS

R J St Clair
Partner

Brisbane, 30 September 2005


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