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Union Resources LTD (URL)

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Tuesday 24 October, 2006

Union Resources LTD

Notice of AGM

                            Union Resources Limited                            

                              ABN 40 002 118 872                               

                       NOTICE OF ANNUAL GENERAL MEETING                        


                            EXPLANATORY MEMORANDUM                             

Date of Meeting:      Friday 24th November, 2006

Time of Meeting:      11.30 am (Brisbane Time)

Place of Meeting:     Level 2
                      Walker Room
                      Novotel Hotel
                      200 Creek Street
                      Brisbane Qld 4000

 This Notice of Annual General Meeting should be read in its entirety. If you  
are in doubt as to how to vote at the meeting you should seek advice from your 
      accountant, solicitor or other professional adviser before voting.  

                       NOTICE OF ANNUAL GENERAL MEETING                        

The 2006 Annual General Meeting of Union Resources Limited (the "Company") will
be held at the Walker Room, Level 2, Novotel Hotel, 200 Creek Street, Brisbane
on Friday 24th November, 2006 at 11.30 am (Brisbane time).



To receive and consider the Financial Report, Directors' Report and Independent
Audit Report for the Company and its controlled entities for the financial year
ended 30 June, 2006.


Shareholders will be given a reasonable opportunity to:

 i. ask questions about or comment on the management of the Company; and
ii. ask the Auditor's representative questions relevant to the Auditor's audit
    of the Financial Report.
The Auditor's representative will also be given a reasonable opportunity to
answer any written questions submitted to the Auditor prior to the Meeting in
accordance with the Corporations Act 2001 (Cth).


To consider and, if thought appropriate, pass the following resolution as an
ordinary resolution:

"That Mr. James Collins-Taylor, who retires in accordance with the Company's
constitution and being eligible offers himself for re-election, be re-elected a
director of the Company."


To consider and, if thought appropriate, pass the following resolution as an
ordinary resolution:

"That in accordance with Listing Rule 10.17 of the Official Listing Rules of
the Australian Stock Exchange Limited and clause 61.1 of the Company's
constitution, the maximum aggregate annual remuneration payable to
non-executive directors of the Company be increased by $150,000 from $300,000
to $450,000."


The Company will disregard any votes cast on this resolution by:

  * a director of the Company; or
  * any person who, for the purpose of Division 2 of Part 1.2 of the
    Corporations Act 2001 (Cth), would be regarded as an associate of a
    director of the Company.
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.

To consider and, if thought appropriate, pass the following resolution as an
ordinary resolution:

"That the Remuneration Report for the year ended 30 June 2006 be adopted."

The vote on this resolution is advisory only and does not bind the Company or
the Company's directors.


J.A. Lemon
Company Secretary
24th October, 2006

                            UNION RESOURCES LIMITED                            

                              ABN 40 002 118 872                               

                            EXPLANATORY MEMORANDUM                             


This Explanatory Memorandum forms part of the notice convening the Company's
Annual General Meeting to be held on Friday 24th November 2006. This
Explanatory Memorandum is to assist Shareholders in understanding the
background to and implications of the resolutions proposed, and procedural
matters concerning the Meeting. Terms used in this Explanatory Memorandum are
defined in Section 10.


1.1 The Financial Report, the Directors' Report and the Independent Audit
Report for the year ended 30 June 2006 will be presented for consideration.

1.2 The abovementioned reports were released by the Company to the Australian
Stock Exchange on 30 September 2006. Shareholders are not required to vote on
the reports, however Shareholders will be given a reasonable opportunity to ask
questions concerning the reports.


2.1 The chairman of the meeting ("the Chairman") will give Shareholders a
reasonable opportunity to ask questions about or make comments on the
management of the Company.

2.2 A representative of the Company's auditor will attend the Meeting. The
Chairman will give Shareholders a reasonable opportunity to ask the Auditor's
representative questions relevant to:

 i. the conduct of the audit; and
ii. the preparation and content of the Auditor's report; and
iii. the accounting policies adopted by the Company in relation to the
    preparation of the financial statements; and
iv. the independence of the Auditor in relation to the conduct of the audit.
2.3 The Chairman will also give the Auditor's representative a reasonable
opportunity to answer written questions submitted to the Auditor in accordance
with the Corporations Act 2001 (Cth). A list of written questions, if any,
submitted by Shareholders will be made available at the start of the meeting,
and any written answer tabled by the Auditor's representative at the meeting
will be made available to Shareholders as soon as practicable after the

2.4 Note:

Pursuant to section 250PA Corporations Act 2001 (Cth) a shareholder entitled to
vote at the Meeting may submit a written question to the Company's auditor if
the question is relevant to:

 a. the content of the Auditor's report to be considered at the Annual General
    Meeting; or
 b. the conduct of the audit of the annual financial report to be considered at
    the Annual General Meeting.
A shareholder must give the question to the Company (who will pass it on to the
Auditor) no later than Friday 17 November, 2006. If you wish to submit a
question to the Company's auditor please deliver it, marked "Attention: The
Company Secretary, Union Resources Limited", to the Company either personally
or by post or facsimile to the address or facsimile number designated in
Section 7.6 of this Explanatory Memorandum. Alternatively, if you are
submitting a Proxy Form (see section 7 of this Explanatory Memorandum) you may
send it together with the Proxy Form, provided it is received by 5.00 pm on
Friday 17 November, 2006.


3.1 In accordance with the Company's constitution James Collins-Taylor retires
by rotation at the close of the Annual General Meeting and, being eligible,
offers himself for re-election as a director of the Company.

3.2 Mr. Collins-Taylor has been a director of the Company since 18 May, 2005.
He is a chartered accountant and previously worked for Deloitte Touche Tohmatsu
for 12 years. He has worked in the private equity and venture capital fields in
Asia since 1992. He has extensive corporate finance experience and has been
involved in a number of major transactions involving companies listed on the
London and Hong Kong stock exchanges. Mr. Collins-Taylor is also a member of
the Company's Audit, Remuneration and Nomination and Project Finance

3.3 The Company's directors (with Mr. Collins-Taylor abstaining) recommend that
you vote in favour of this resolution.


4.1 Total remuneration payable to the Company's non-executive directors is
limited to a maximum amount set by shareholders. The present limit of $300,000
per annum was set at the Company's Annual General Meeting held on 28 November,
2005. Shareholder approval is sought for an increase in that limit to $450,000.

4.2 The Company's Board of Directors has commissioned a report from executive
selection firm The Swann Group as to what is an appropriate level of
remuneration to be paid to the Company's non-executive directors. The report
will be provided to the Board prior to the Meeting and will be available to be
tabled at the Meeting. However a preliminary assessment advised by The Swann
Group to the Board is that remuneration paid to the Company's directors is
below the market rate.

4.3 The Company has a large number of Board committees (currently four
permanent committees and two ad hoc committees). In addition to work done
preparing for and attending Board meetings, deliberating on and passing
circulating resolutions, and corresponding generally, the Company's directors
spend considerable time on Board Committee work. Current remuneration does not
reflect the amount of time spent by the Company's directors on Board Committee
work, or the complexity of that work.


5.1 The Remuneration Report is contained in the Company's 2006 Annual Report
commencing on page 9 and in the Company's 2006 Concise Financial Report
commencing on page 4. The Remuneration Report's contents include:

  * an explanation of the Board's policy for remuneration of the Company's
    directors and management; and
  * details of remuneration paid to the Company's directors and executives.
5.2 Under the Corporations Act 2001 (Cth) a resolution that the Remuneration
Report be adopted must be put to a vote of shareholders at the Company's Annual
General Meeting.

5.3 The Chairman will give shareholders a reasonable opportunity to ask
questions about, or make comments on, the Remuneration Report.

5.4 The vote on the resolution is advisory only and does not bind the Company
or the Company's directors. However the Board will take the outcome of the vote
into consideration when reviewing the remuneration practices and policies of
the Company.

 1. The Company's directors recommend that you vote in favour of this

6.1 The Board has determined that all of 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 in the
Company's register of shareholders at 7.00pm (Brisbane time) on 22 November
2006 as the owners of those shares. Therefore transfers registered after that
time will be disregarded in determining shareholders entitled to attend and
vote at the Meeting.


7.1 A Shareholder entitled to attend and vote at the Meeting may appoint:

7.1.1 one proxy if the Shareholder is only entitled to one vote at the meeting;

7.1.2 one or two proxies if the Shareholder is entitled to more than one vote
at the meeting, to attend and vote at the meeting for the Shareholder.

7.2 A Shareholder may appoint an individual person or a body corporate as the
Shareholder's proxy.

7.3 A body corporate appointed as a shareholder's proxy may appoint a
representative to exercise any of the powers the body corporate may exercise as
a proxy at the Meeting. The representative should bring to the Meeting evidence
of his or her appointment, including any authority under which the appointment
is signed, unless it has previously been provided to the Company.

7.4 A Shareholder who appoints two proxies may state on the Proxy Form what
proportion or number of the Shareholder's votes the proxy may exercise. If a
Shareholder appoints two proxies and does not specify the number or proportion
of votes each proxy may exercise, each of the proxies may exercise half of the
Shareholder's votes.

7.5 A proxy need not be a shareholder of the Company.

7.6 A Proxy Form is enclosed. If you wish to appoint a proxy or proxies you
must complete the Proxy Form and deliver it to the Company, together with the
power of attorney or other authority (if any) under which it is signed (or a
certified copy), by no later than 11.30 am on Wednesday, 22 November 2006:

7.6.1 by post:

Union Resources Limited
PO Box 728
Spring Hill, QLD, 4004; or

7.6.2 by delivery:

Union Resources Limited
Level 6
200 Creek Street
Brisbane, QLD; or

7.6.3 by facsimile:

(07) 3833 3872


A Shareholder which is a body corporate may appoint an individual as the
Shareholder's representative to attend and vote at the Meeting. The
representative must bring the formal notice of appointment to the meeting,
unless it has previously been provided to the Company.

Queries in relation to the lodgement of proxies or other matters concerning the
Annual General Meeting may be directed to the Company Secretary (Telephone:
(07) 3833 3872).

10. interpretation

In this notice of meeting the following expressions have the following

"Auditor" means the Company's auditor.

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

"Company" means Union Resources Limited ABN 40 002 118 872.

"Directors" means the Directors of the Company.

"Meeting" means the Annual General Meeting of Shareholders convened for 24th
November 2006 and any adjournment thereof.

"Section" means a section of this Explanatory Memorandum.

"Shares" means ordinary fully paid shares in the capital of the Company.

"Shareholder" means a shareholder of the Company.

                                                                                                                                                                                                                                     ll Staple
Martin Davison

Bankside Consultants                         (Tel: 020 7367 8888)
Keith Irons
Simon Rothschild