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Thursday 24 August, 2006

Union Resources LTD

Issue of Equity


                                               Rule 2.7, 3.10.3, 3.10.4, 3.10.5

                                  Appendix 3B                                  

                            New issue announcement,                            

              application for quotation of additional securities               

                                 and agreement                                 

Information or documents not available now must be given to ASX as soon as
available. Information and documents given to ASX become ASX's property and may
be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/
2001, 11/3/2002, 1/1/2003.

Name of entity                                                     
                                                                   
Union Resources Limited                                            

ABN                         
                            
40 002 118 872              

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough
space).

1   +Class of +securities      Options                                 
    issued or to be issued                                             
                                                                       
2   Number of +securities      100,000,000 Options                     
    issued or to be issued (if                                         
    known) or maximum number   (1. UCLOB - 10,000,000;                 
    which may be issued                                                
                               2. Unquoted - 90,000,000)               
                                                                       
3   Principal terms of the      1. UCLOB - exercisable at $0.10 per    
    +securities (eg, if            option on or before 31 March 2009;  
    options, exercise price                                            
    and expiry date; if partly  2. Unquoted - exercisable at $0.075 per
    paid +securities, the          option on or before 31 March 2009.  
    amount outstanding and due                                         
    dates for payment; if                                              
    +convertible securities,                                           
    the conversion price and                                           
    dates for conversion)                                              
                                                                       

4    Do the +securities rank equally    1. UCLOB - Yes.                     
     in all respects from the date of                                       
     allotment with an existing +class  2. Unquoted - No. Exercise price    
     of quoted +securities?                ($0.075 per option) is lower     
                                           than for existing classes of     
     If the additional securities do       quoted options ($0.010 and       
     not rank equally, please state:       $0.0982).                        
                                                                            
       * the date from which they do                                        
                                                                            
       * the extent to which they                                           
         participate for the next                                           
         dividend, (in the case of a                                        
         trust, distribution) or                                            
         interest payment                                                   
                                                                            
       * the extent to which they do                                        
         not rank equally, other than                                       
         in relation to the next                                            
         dividend, distribution or                                          
         interest payment                                                   
                                                                            
5    Issue price or consideration       1. 10,000,000 options (UCLOB) -     
                                           the provision to the Company by  
                                           Societe Generale of financial    
                                           advisory services in connection  
                                           with the Mehdiabad Zinc          
                                           Project;                         
                                                                            
                                        2. 90,000,000 options (unquoted) -  
                                           provision of funding by RAB      
                                           Special Situations (Master)      
                                           Fund Limited pursuant to         
                                           investment agreement.            
                                                                            
6    Purpose of the issue               1. 10,000,000 options (UCLOB) -     
                                           issued to satisfy contractual    
     (If issued as consideration for       obligation to Societe Generale;  
     the acquisition of assets,                                             
     clearly identify those assets)     2. 90,000,000 options (unquoted) -  
                                           issued to satisfy contractual    
                                           obligation to RAB Special        
                                           Situations (Master) Fund         
                                           Limited.                         
                                                                            
7    Dates of entering +securities     24 August 2006                       
     into uncertificated holdings or                                        
     despatch of certificates                                               
                                                                            

                                   Number                 +Class            
                                                                            
8    Number and +class of all      777,171,727            Ordinary shares   
     +securities quoted on ASX                            (UCL)             
     (including the securities in  246,040,340                              
     clause 2 if applicable)                              Options to        
                                   264,430,711            acquire ordinary  
                                                          shares,           
                                                          exercisable at    
                                                          $0.0982 each on   
                                                          or before 31/03/  
                                                          09 (UCLOA)        
                                                                            
                                                          Options to        
                                                          acquire ordinary  
                                                          shares,           
                                                          exercisable at    
                                                          $0.10 each on or  
                                                          before 31/03/09   
                                                          (UCLOB).          
                                                                            
9    Number and +class of all      90,000,000           Options to acquire  
     +securities not quoted on ASX                      ordinary shares,    
     (including the securities in                       exercisable at      
     clause 2 if applicable)                            $0.075 each on or   
                                                        before 31/03/09     
                                                                            
                                   Number    +Class                         
                                                                            
10    Dividend policy (in the case N/A                                      
      of a trust, distribution                                              
      policy) on the increased                                              
      capital (interests)                                                   
                                                                            

Part 2 - Bonus issue or pro rata issue

11  Is security holder approval                                        
    required?                                                          
                                                                       
12  Is the issue renounceable or                                       
    non-renounceable?                                                  
                                                                       
13  Ratio in which the                                                 
    +securities will be offered                                        
                                                                       
14  +Class of +securities to                                           
    which the offer relates                                            
                                                                       
15  +Record date to determine                                          
    entitlements                                                       
                                                                       
16  Will holdings on different                                         
    registers (or subregisters)                                        
    be aggregated for                                                  
    calculating entitlements?                                          
                                                                       
17  Policy for deciding                                                
    entitlements in relation to                                        
    fractions                                                          
                                                                       
18  Names of countries in which                                        
    the entity has +security                                           
    holders who will not be sent                                       
    new issue documents                                                
                                                                       
    Note: Security holders must                                        
    be told how their                                                  
    entitlements are to be dealt                                       
    with.                                                              
                                                                       
    Cross reference: rule 7.7.                                         
                                                                       
19  Closing date for receipt of                                        
    acceptances or renunciations                                       
                                                                       
20  Names of any underwriters                                          
                                                                       
21  Amount of any underwriting                                         
    fee or commission                                                  
                                                                       
22  Names of any brokers to the                                        
    issue                                                              
                                                                       
23  Fee or commission payable to                                       
    the broker to the issue                                            
                                                                       
24  Amount of any handling fee                                         
    payable to brokers who lodge                                       
    acceptances or renunciations                                       
    on behalf of +security                                             
    holders                                                            
                                                                       
25  If the issue is contingent                                         
    on +security holders'                                              
    approval, the date of the                                          
    meeting                                                            
                                                                       
26  Date entitlement and                                               
    acceptance form and                                                
    prospectus or Product                                              
    Disclosure Statement will be                                       
    sent to persons entitled                                           
                                                                       
27  If the entity has issued                                           
    options, and the terms                                             
    entitle option holders to                                          
    participate on exercise, the                                       
    date on which notices will                                         
    be sent to option holders                                          
                                                                       
28  Date rights trading will                                           
    begin (if applicable)                                              
                                                                       
29  Date rights trading will end                                       
    (if applicable)                                                    
                                                                       

30  How do +security holders                                     
    sell their entitlements in                                   
    full through a broker?                                       
                                                                 
31  How do +security holders                                     
    sell part of their                                           
    entitlements through a                                       
    broker and accept for the                                    
    balance?                                                     
                                                                 
32  How do +security holders                                     
    dispose of their                                             
    entitlements (except by                                      
    sale through a broker)?                                      
                                                                 
33  +Despatch date                                               

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of
securities

34  Type of securities                                                
                                                                      
    (tick one)                                                        
                                                                      
(a)       Securities described in Part 1                              
                                                                      

(b)       All other securities                                     
                                                                   
          Example: restricted securities at the end of the escrowed
          period, partly paid securities that become fully paid,   
          employee incentive share securities when restriction     
          ends, securities issued on expiry or conversion of       
          convertible securities                                   

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

(If the additional securities do not form a new class, go to 43)

Tick to indicate you are providing                                     
the information or documents                                           

35  x     If the +securities are +equity securities, the names of  
          the 20 largest holders of the additional +securities, and
          the number and percentage of additional +securities held 
          by those holders                                         
                                                                   
36        If the +securities are +equity securities, a distribution
          schedule of the additional +securities setting out the   
          number of holders in the categories                      
                                                                   
          1 - 1,000                                                
                                                                   
          1,001 - 5,000                                            
                                                                   
          5,001 - 10,000                                           
                                                                   
          10,001 - 100,000                                         
                                                                   
          100,001 and over                                         
                                                                   
37        A copy of any trust deed for the additional +securities  

(now go to 43)

Entities that have ticked box 34(b)

38   Number of securities for                                          
     which +quotation is sought                                        
                                                                       
39   Class of +securities for                                          
     which quotation is sought                                         
                                                                       
40   Do the +securities rank                                           
     equally in all respects from                                      
     the date of allotment with an                                     
     existing +class of quoted                                         
     +securities?                                                      
                                                                       
     If the additional securities                                      
     do not rank equally, please                                       
     state:                                                            
                                                                       
       * the date from which they                                      
         do                                                            
                                                                       
       * the extent to which they                                      
         participate for the next                                      
         dividend, (in the case of                                     
         a trust, distribution) or                                     
         interest payment                                              
                                                                       
       * the extent to which they                                      
         do not rank equally,                                          
         other than in relation to                                     
         the next dividend,                                            
         distribution or interest                                      
         payment                                                       
                                                                       
41   Reason for request for                                            
     quotation now                                                     
                                                                       
     Example: In the case of                                           
     restricted securities, end of                                     
     restriction period                                                
                                                                       
     (if issued upon conversion of                                     
     another security, clearly                                         
     identify that other security)                                     
                                                                       
                                   Number        +Class                
                                                                       
42   Number and +class of all                                          
     +securities quoted on ASX                                         
     (including the securities in                                      
     clause 38)                                                        

Quotation agreement

1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX
may quote the +securities on any conditions it decides.

2 We warrant the following to ASX.

  * The issue of the +securities to be quoted complies with the law and is not
    for an illegal purpose
   
  * There is no reason why those +securities should not be granted +quotation.
   
  * An offer of the +securities for sale within 12 months after their issue
    will not require disclosure under section 707(3) or section 1012C(6) of the
    Corporations Act.
   
Note: An entity may need to obtain appropriate warranties from subscribers for
the securities in order to be able to give this warranty.

  * Section 724 or section 1016E of the Corporations Act does not apply to any
    applications received by us in relation to any +securities to be quoted and
    that no-one has any right to return any +securities to be quoted under
    sections 737, 738 or 1016F of the Corporations Act at the time that we
    request that the +securities be quoted.
   
  * We warrant that if confirmation is required under section 1017F of the
    Corporations Act in relation to the +securities to be quoted, it has been
    provided at the time that we request that the securities be quoted.
   
  * If we are a trust, we warrant that no person has the right to return the
    +securities to be quoted under section 1019B of the Corporations Act at the
    time that we request that the +securities be quoted.
   
 3. We will indemnify ASX to the fullest extent permitted by law in respect of
    any claim, action or expense arising from or connected with any breach of
    the warranties in this agreement.
   
4. We give ASX the information and documents required by this form. If any
information or document not available now, will give it to ASX before
+quotation of the +securities begins. We acknowledge that ASX is relying on the
information and documents. We warrant that they are (will be) true and
complete.

Sign here: ............................................................ Date:
24 August 2006

Company Secretary

Print name: John Lemon

Appendix 3B

New issue announcement

                                                                    Appendix 3B

                                                         New issue announcement

+ See chapter 19 for defined terms.

Appendix 3B Page 2 01/01/197024/08/2006

+ See chapter 19 for defined terms.

Appendix 3B Page 1 01/01/197024/08/2006