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Union Resources Ltd (URL)

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Monday 24 October, 2005

Union Resources Ltd

Notice of AGM

Union Resources Limited
24 October 2005


24 October 2005

                            UNION RESOURCES LIMITED

                         NOTICE OF ANNUAL GENERAL MEETING
                                      and
                             EXPLANATORY MEMORANDUM
                                      and
                                   PROXY FORM

___________________________________________________________________


Date of Meeting:           Monday 28th November 2005

Time of Meeting:           12 Noon (Brisbane Time)

Place of Meeting:          Gilmore Room
                           Novotel Hotel
                           200 Creek Street
                           Brisbane Qld 4000


This Notice of General Meeting and Explanatory Memorandum should be read in
their entirety.  If shareholders are in doubt as to how they should vote, they
should seek advice from their accountant, solicitor or other professional
adviser before voting.


                              UNION RESOURCES LIMITED
                                 ABN 40 002 118 872

                         NOTICE OF ANNUAL GENERAL MEETING


Notice is given that the Annual General Meeting of shareholders of Union
Resources Limited ('the Company') will be held at the Gilmore Room, Novotel
Hotel, 200 Creek Street, Brisbane, Queensland 4000 on Monday 28th November 2005
at 12 noon (Brisbane time).


                                   AGENDA


ORDINARY BUSINESS

FINANCIAL REPORTS

To receive and consider the Company's Annual Report comprising the Directors'
Report and Auditors' Report, Directors' Declaration, Statement of Financial
Performance, Statement of Financial Position, Statement of Cashflows and notes
to and forming part of the accounts for the Company and its controlled entities
for the financial year ended 30 June 2005.

RESOLUTION 1 - ELECTION OF DIRECTOR - MR. ROBERT BOUTFLOWER MURDOCH

To consider and, if thought fit, pass without modification the following
resolution as an ordinary resolution:

'That Mr. Robert Boutflower Murdoch, who retires in accordance with the
Company's Constitution and being eligible offers himself for re-election, be
re-elected as a Director of the Company.'

RESOLUTION 2 - ELECTION OF DIRECTOR - MR. IAN JAMES BURTON

To consider and, if thought fit, pass without modification the following
resolution as an ordinary resolution:

'That Mr. Ian James Burton, who retires in accordance with the Company's
Constitution and being eligible offers himself for re-election, be re-elected as
a Director of the Company.'

RESOLUTION 3 - ELECTION OF DIRECTOR - MR. JAMES DESMOND COLLINS-TAYLOR

To consider and, if thought fit, pass without modification the following
resolution as an ordinary resolution:

'That Mr. James Desmond Collins-Taylor, who was elected as a Director in
accordance with Article 11.6 of the Company's Constitution, retires in
accordance with the Company's Constitution and being eligible offers himself for
re-election, be re-elected as a Director of the Company.'

RESOLUTION 4 - ELECTION OF DIRECTOR - MR. IAN WARGENT ROSS

To consider and, if thought fit, pass without modification the following
resolution as an ordinary resolution:

'That Mr. Ian Wargent Ross, who was elected as a Director in accordance with
Article 11.6 of the Company's Constitution, retires in accordance with the
Company's Constitution and being eligible offers himself for re-election, be
re-elected as a Director of the Company.'

RESOLUTION 5 - ELECTION OF DIRECTOR - MR. KARL-AXEL WAPLAN

To consider and, if thought fit, pass without modification the following
resolution as an ordinary resolution:

'That Mr. Karl-Axel Waplan, who was elected as a Director in accordance with
Article 11.6 of the Company's Constitution, retires in accordance with the
Company's Constitution and being eligible offers himself for re-election, be
re-elected as a Director of the Company.'

RESOLUTION 6 - ELECTION OF DIRECTOR - MR. KJELL LARSSON

To consider and, if thought fit, pass without modification the following
resolution as an ordinary resolution:

'That Mr. Kjell Larsson be elected as a Director of the Company in accordance
with Article 11.5 of the Constitution.'

RESOLUTION 7 - REMUNERATION REPORT

To consider and, if thought fit, approve without modification the following
advisory resolution:

'That the Remuneration Report of the Company for the year ended 30 June 2005 be
adopted.'

The vote on this resolution 7 is advisory only and does not bind the Directors 
of the Company.


SPECIAL BUSINESS

RESOLUTION 8 - NON-EXECUTIVE DIRECTORS' REMUNERATION

To consider and, if thought fit, pass without modification the following
ordinary resolution:

'That in accordance with Listing Rule 10.17 of the Official Listing Rules of the
Australian Stock Exchange Limited ('ASX') and Article 11.9 of the Company's
Constitution, the total aggregate annual remuneration payable to non-executive
Directors of the Company be increased by $160,000, from $140,000 to a maximum of
$300,000.'


Note:
     
a)   The Company will disregard any votes cast on this resolution by:
          
     •    A Director; or
          
     •    Any person who, for the purpose of Division 2 of Part 1.2 of the
          Corporations Act 2001 (Cth) ('Corporations Act') would be regarded as 
          an associate of a Director.

     However, the Company need not disregard a vote if:
          
     •    It is cast by a person as proxy for a person who is entitled to vote, 
          in accordance with the Directions on the proxy form; or
          
     •    It is cast by the person chairing the meeting as proxy for a person 
          who is entitled to vote in accordance with the direction on the proxy 
          form to vote as the proxy decides.


GENERAL BUSINESS

To consider any other business as may be lawfully put forward in accordance with
the Constitution of the Company.


BY ORDER OF THE BOARD
UNION RESOURCES LIMITED


Mr. Michael J. Ilett
Company Secretary


20th October 2005

                            UNION RESOURCES LIMITED
                               ABN 40 002 118 872

                             EXPLANATORY MEMORANDUM

     
1.   INTRODUCTION

This Explanatory Memorandum forms part of a Notice convening the Annual General
Meeting of Shareholders of the Company to be held on Monday 28th November 2005.
This Memorandum is to assist Shareholders in understanding the background to and
the legal and other implications of the Notice and the reasons for the
resolutions proposed. The Directors recommend shareholders read the accompanying
Notice of Meeting and this Explanatory Memorandum in full before making any
decision in relation to the resolutions.

Terms used in this Explanatory Memorandum are defined in Section 15.

2.   CONSIDER THE FINANCIAL STATEMENTS & REPORTS OF DIRECTORS & AUDITORS THEREON

The Company's Annual Report comprising the Directors' Report and Auditors'
Report, Directors' Declaration, Statement of Financial Performance, Statement of
Financial Position, Statement of Cashflows and notes to and forming part of the
accounts for the Company and its controlled entities for the financial year
ended 30 June 2005 were released to the Australian Stock Exchange Limited on
30th September 2005, and are included in the Company's Annual Report.  These are
placed before the shareholders for any discussion. No voting is required for
this item. The Concise Financial Report is enclosed with this Notice.
     
3.   RESOLUTION 1 - ELECTION OF MR. ROBERT BOUTFLOWER MURDOCH AS A DIRECTOR

Mr. Robert Boutflower Murdoch retires in accordance with Article 11.3 of the
Company's Constitution and, being eligible, offers himself for re-election.
Details of Mr. Murdoch's experience are stated in the Concise Financial Report
enclosed with this Notice.

The Directors (with Mr Murdoch abstaining) recommend that you vote in favour of
this Ordinary Resolution.
     
4.   RESOLUTION 2 - ELECTION OF MR. IAN JAMES BURTON AS A DIRECTOR

Mr. Ian James Burton retires in accordance with Article 11.3 of the Company's
Constitution and, being eligible, offers himself for re-election.  Details of
Mr. Burton's experience are stated in the Concise Financial Report enclosed with
this Notice.

The Directors (with Mr Burton abstaining) recommend that you vote in favour of
this Ordinary Resolution.
     
5.   RESOLUTION 3 - ELECTION OF MR. JAMES DESMOND COLLINS-TAYLOR AS A DIRECTOR

Mr. James Desmond Collins-Taylor, who was appointed as a Director on 18th May
2005 in accordance with Article 11.6 of the Company's Constitution which allows
the Board to appoint a Director to fill a casual vacancy, retires in accordance
with the Company's Constitution, and being eligible, offers himself for
re-election.  Details of Mr Collins-Taylor's experience are stated in the
Concise Financial Report enclosed with this Notice.

The Directors (with Mr Collins-Taylor abstaining) recommend that you vote in
favour of this Ordinary Resolution.
     
6.   RESOLUTION 4 - ELECTION OF MR. IAN WARGENT ROSS AS A DIRECTOR

Mr. Ian Wargent Ross, who was appointed as a Director on 23rd June 2005 in
accordance with Article 11.6 of the Company's Constitution which allows the
Board to appoint a Director to fill a casual vacancy, retires in accordance with
the Company's Constitution, and being eligible, offers himself for re-election.
Details of Mr. Ross' experience are stated in the Concise Financial Report
enclosed with this Notice.

The Directors (with Mr Ross abstaining) recommend that you vote in favour of
this Ordinary Resolution.
     
7.   RESOLUTION 5 - ELECTION OF MR. KARL-AXEL WAPLAN AS A DIRECTOR

Mr. Karl-Axel Waplan, who was appointed as a Director on 12th September 2005 in
accordance with Article 11.6 of the Company's Constitution which allows the
Board to appoint a Director to fill a casual vacancy, retires in accordance with
the Company's Constitution, and being eligible, offers himself for re-election.
Details of Mr. Waplan's experience are stated in the Concise Financial Report
enclosed with this Notice.

The Directors (with Mr Waplan abstaining) recommend that you vote in favour of
this Ordinary Resolution.
     
8.   RESOLUTION 6 - ELECTION OF MR. KJELL LARSSON AS A DIRECTOR

The Company has received a nomination from Mr Larsson to be appointed as a
Director of the Company.  In accordance with Article 11.5 of the Constitution
and section 201D of the Corporations Act, Mr Larsson has given his consent to
the Company to, if elected, act as a Director of the Company.

Mr. Larsson is a Mining Engineer with over 14 years of experience in senior
management positions with over 7 years of international experience.  Has over 6
years of engineering experience in innovative and low cost mining companies.  Mr
Larson has a Master of Science in Mining Engineering from Lulea University,
Sweden and is associated with Lundin Mining Corp.

The Board believes that Mr Larsson's significant engineering and management
experience, in particular his involvement with innovative and low cost mining
companies, will bring a unique and valued perspective to all Board deliberations
and that his contributions to the Company if elected will be significant.

The Directors recommend that you vote in favour of this Ordinary Resolution to
appoint Mr Larsson as a Director.
     
9.   RESOLUTION 7 - REMUNERATION REPORT

The Company is required to submit the Remuneration Report for consideration and
adoption by way of a non-binding advisory resolution. The Remuneration Report
can be found on page 10 in the 2005 Directors Report in the Concise Financial
Report sent to Shareholders which accompanies the Notice.

The Remuneration Report:
     
(a)  explains the Board's policy for determining the nature and amount of 
     remuneration of executive Directors and senior executives of the Company;

(b)  explains the relationship between the Board's remuneration policy
     and the Company's performance;

(c)  sets out remuneration details for each Director and the most
     highly remunerated senior executive of the Company; and

(d)  details and explains any performance conditions applicable to the
     remuneration of executive directors and senior executives of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration
Report at the Meeting. The Board unanimously recommends that Shareholders vote
in favour of adopting the Remuneration Report. A vote on this resolution is
advisory only and does not bind the Directors of the Company.

10.  RESOLUTION 8 - INCREASE IN NON EXECUTIVES' DIRECTORS REMUNERATION

Resolution 8 seeks shareholder approval to increase the total aggregate annual
remuneration payable to non-executive Directors of the Company by $160,000, from
$140,000 to a maximum of $300,000.  It is anticipated that the non executive
Directors will each earn $35,000 per annum in Director's Fees.

The Board considers that this increase in the total aggregate annual
remuneration payable to Non-Executive Directors is necessary to provide
appropriate remuneration to the current Non-Executive Directors, particularly in
light of the appointment of three (3) new Non-Executive Directors during the
past 6 months and to provide for remuneration for any additional Non-Executive
Directors who might join the Board.  Further details on the remuneration paid to
Non-Executive Directors is set forth in the Remuneration Report.

In order for the increase in non-executive Directors' Remuneration to be granted
the requirements of Rule 10.17 of the Official Listing Rules of the ASX ('
Listing Rules') need to be observed.   Listing Rule 10.17 provides that the
Company must not increase the amount of remuneration payable to non-executive
Directors of the Company unless the holders of the ordinary shares approve the
increase of non-executive Directors Remuneration.

Listing Rule 10.17.2 provides that if non-executive Directors are paid they must
be paid a fixed sum.  All non-executive Directors of the Company will be paid a
fixed sum as determined in the sole discretion of the Board of Union.

The Company believes that all relevant information concerning Resolution 8
required in respect of Listing Rule 10.17 is included in the text, and
accompanying notes, of this resolution in the Notice of Meeting.
10.1

     
11.  SHAREHOLDER VOTING

The Board has made a determination that all the Shares of the Company will be
taken, for the purposes of determining the right of Shareholders to attend and
vote at the Meeting, to be held by the persons who are registered as holding the
Shares at 7pm on 26th November 2005 (being a time that is not more than 48 hours
before the Meeting). Accordingly, transactions registered after that time will
be disregarded in determining entitlements to attend and vote at the Meeting.

     
12.  OTHER INFORMATION

There is no other information known to the Company that is material to a
shareholder's decision on how to vote on the resolutions set out in the Notice
of Meeting. However, should any shareholder be in doubt as to how he/she should
vote on the resolutions and/or as to how it may affect him/her, he/she should
seek advice from his/her accountant, solicitor or other professional advisor as
soon as possible. Queries as to the lodgement of proxies and other formalities
in relation to the Meeting to be held on 28th November 2005 should be directed
to the Company Secretary (Telephone (07) 3833 3833).


13.  ACTION TO BE TAKEN BY SHAREHOLDERS

Attached to the Notice of Meeting accompanying this Explanatory Memorandum is a
proxy form for use by Shareholders. All Shareholders are invited and encouraged
to attend the Meeting or, if they are unable to attend in person and are
eligible to vote, to complete, sign and return the proxy form and the Notice of
Meeting.  Lodgement of a proxy form will not preclude a Shareholder from
attending and voting at the meeting in person.

     
14.  PROXY, REPRESENTATIVE AND VOTING ENTITLEMENT INSTRUCTIONS

Shareholders are entitled to appoint up to two individuals to act as proxies to
attend and vote on their behalf.  Where more than one proxy is appointed each
proxy may be appointed to represent a specific proportion of the Shareholder's
voting rights.  If the appointment does not specify the proportion or number of
votes each proxy may exercise, each proxy may exercise half of the votes.

Shareholders who are a body corporate are able to appoint representatives to
attend and vote at the Meeting under Section 250D of the Corporations Act 2001
(Cwlth).

The proxy form (and the power of attorney or other authority, if any, under
which the proxy form is signed) and certificates appointing body corporate
representatives or a copy or facsimile which appears on its face to be an
authentic copy of the proxy form (and the power of attorney or other authority)
or certificate appointing a body corporate representative must be deposited at,
posted to, or sent by facsimile transmission to the Company's Registered Office,
not less than 48 hours before the time for holding the Meeting, or adjourned
meeting as the case may be, at which the individual named in the proxy form
proposes to vote.

The proxy form must be signed by the Shareholder or his/her attorney duly
authorised in writing or, if the Shareholder is a corporation, in a manner
permitted by the Corporations Act.   The proxy may, but need not, be a
Shareholder of the Company. In the case of Shares jointly held by two or more
persons, all joint holders must sign the proxy form. A proxy form is attached to
this Notice.

     
15.  INTERPRETATION

'Board' means the Directors of the Company from time to time.

'Company' or 'Union' means Union Resources Limited ABN 40 002 118 872.

'Concise Financial Report' means the concise financial report of the Company
enclosed with this Notice, prepared in accordance with the Corporations Act.

'Constitution' means the constitution of the Company.

'Directors' means the Directors of the Company.

'Listing Rules' means the official listing rules of the ASX.

'Meeting' means the meeting of shareholders convened by the Notice for 28th
November 2005 and any adjournment thereof.

'Notice' or 'Notice of Meeting' means the notice in respect of the Meeting.

'Non-Executive Directors' means the Non-Executive Directors of the Company.

'Remuneration Report' means the remuneration report contained at page 10 in the
Directors Report in the Concise Financial Report.

'Shares' mean ordinary fully paid shares in the capital of the Company.

'Shareholders' means the holders of the Shares.

In this Explanatory Memorandum references to 'Sections' are to Sections hereof.



BY ORDER OF THE BOARD
UNION RESOURCES LIMITED


Mr. Michael J. Ilett
Company Secretary

20th October 2005



                            UNION RESOURCES LIMITED
                               ABN 75 067 519 779


Registered Office : Level 6 Spherion Tower
                    200 Creek Street
                    Brisbane Qld 4000
Postal Address:     PO Box 728
                    Spring Hill, Queensland, 4004
Telephone:          (07) 3833 3833

Fax:                (07) 3833 3888



                                   PROXY FORM


I/We


of



being a shareholder/(s) of Union Resources Limited ('Company') and entitled to

                                              shares in the Company hereby
appoint

of

or failing him/her

of

or failing him/her the Chairman as my/our proxy to vote for me/us and on my/our
behalf at the general meeting of the Company to be held at the Gilmore Room,
Novotel Hotel, 200 Creek Street, Brisbane, Queensland on Monday 28th November
2005 at 12 noon (Brisbane time) and at any adjournment

thereof in respect of ________________________ of my/our shares or, failing any
number being specified, ALL of my/our shares in the Company.

If two proxies are appointed, the proportion of voting rights this proxy is
authorised to exercise is (       )%.  (The Company on request will supply an
additional proxy form.)

If you wish to indicate how your proxy is to vote, please tick the appropriate
places below.
If you do not wish to direct your proxy how to vote please place a mark in this 
box:


By marking this box, you acknowledge that the Chairman may exercise your proxy
even if he has an interest in the outcome of the resolution and votes cast by
him other than as proxy holder will be disregarded because of that interest.

The Chairman advises that it is his intention to vote in favour of all
resolutions in respect of any undirected proxies which may be granted in favour
of the Chairman.


I/we direct my/our proxy to vote as indicated below:

RESOLUTION                                                              FOR      AGAINST      ABSTAIN

1.  Re-election of Mr. Robert Boutflower Murdoch as a Director          

2.  Re-election of Mr. Ian James Burton as a Director                   

3. Re-election of Mr. James Desmond Collins-Taylor as a Director        

4. Re-election of Mr. Ian Wargent Ross as a Director                    

5. Re-election of Mr. Karl-Axel Waplan as a Director                    

6. Election of Mr. Kjell Larsson as a Director                          

7. Adoption of Remuneration Report (This is an Advisory Resolution
   only and does not bind the Directors of the Company)                 

8.Authorise the increase in Non-Executive Directors Remuneration        


As witness my/our hand/s this             day  of                         2005


If a natural person:

SIGNED by                            )
                                     )


_______________________________
in the presence of:

_______________________________
Witness

_______________________________
Name (Printed)

If a company:

EXECUTED by                                 )
                                            )

in accordance with its                      )
constitution                                )


________________________________             ___________________________________

Director                                     Director/Secretary

________________________________             ___________________________________

Name (Printed)                               Name (Printed)


If by power of attorney:

SIGNED for and on behalf of                )
                                           )
                  by                       )
                               under a     )
Power of Attorney dated       and who      )
declares that he/she has not received any  )
revocation of such Power of Attorney in
the presence of :

________________________________             ___________________________________

Signature of Attorney                        Signature of Witness


                                                       To: The Company Secretary
                                                         Union Resources Limited
                                                              ABN 40 002 118 872
                                                       Level 6, 200 Creek Street
                                                                 BRISBANE Q 4000
                                                                      PO BOX 728
                                                              SPRING HILL Q 4004
                                                      Telephone: +61 7 3833 3833
                                                     Facsimile: +61 7 3833 38888
                                              E-mail: info@unionresources.com.au
                                      Website: http://www.unionresources.com.au/


 A                      EMAIL NOTIFICATION AND ACCESS SERVICE

        FOR NOTICES OF MEETINGS, ANNUAL REPORT AND CONCISE FINANCIAL REPORT


The Company's Notices of Meetings, Annual Report and Concise Financial Report ('
documents') are made available on our website under the domain name http://
www.unionresources.com.au/. As part of our aim to continually improve our
shareholder services, we are pleased to announce that internet-capable
shareholders can elect not to receive hard copies of these documents altogether.
  As a shareholder you can nominate to be notified by email as soon as these
documents are available on-line and nominate to access these documents through
the Company's website.

The benefits to shareholders are in the potential cost savings and the faster
delivery of information.  The benefits for our environment are also substantial.
  If you wish to receive hard copies you do not need to do anything and you will
continue to receive hard copies of the Concise Financial Report and Notice of
Meetings.   If you elect not to receive a hard copy of the documents, you
reserve the right to receive the documents at any time free of charge.

We will continue to provide internet-capable shareholders email notification of
major public announcements lodged by the Company with the Australian Stock
Exchange.  Simply elect to receive notification of these announcements and you
will be informed when Union Resources makes public announcements.

We comply with the National Privacy Principles in respect of the collection,
holding, use, disclosure, management, access and disposal of personal
information.

     
 B                            ELECTION REQUEST

         PLEASE COMPLETE THIS FORM IN BLACK INK USING CAPITAL LETTERS.

Dear Sir,


I/We

Of

                                                                      State               P/C


being a member of Union Resources Limited request:

Please indicate your choice by marking one of the boxes below with an 'X':
            Please do not send me a Concise Financial Report.

            Please do not send me Notices of Meetings, an Annual Report and a Concise Financial Report but
            notify me by email when these documents are available from the Company's website at the email
            address below.  Please also notify me by email of major public announcements lodged by the
            Company with the Australian Stock Exchange.

            Please do not send me Notices of Meetings, an Annual Report and a Concise Financial Report but
            notify me by email when these documents are available from the Company's website at the email
            address below. DO NOT notify me by email of major public announcements lodged by the Company
            with the Australian Stock Exchange.


EMAIL ADDRESS:


SIGNATURE (ALL HOLDERS TO SIGN):                                         DATE:







                      This information is provided by RNS
            The company news service from the London Stock Exchange