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Union Resources LTD (URL)

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Wednesday 28 November, 2007

Union Resources LTD

Issue of Equity


news release

For immediate release: 28 November 2007


                           Union Resources Limited

                                 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.

1.1 Part 1 - All issues

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

1  +Class of +securities issued or 1. Ordinary shares ("UCL")
   to be issued
                                   2. Options
 
2  Number of +securities issued or 1. Ordinary shares - 4,588,777
   to be issued (if known) or
   maximum number which may be     2. Options - 13,999,998
   issued
 
3  Principal terms of the          1. Ordinary shares - fully paid
   +securities (eg, if options,
   exercise price and expiry date; 2. Options:
   if partly paid +securities, the
   amount outstanding and due      (i) 6,000,000 - exercise price: $0.02 (2 cents) per
   dates for payment; if           option; expiry date: 31/03/13
   +convertible securities, the
   conversion price and dates for  (ii) 5,333,332 - exercise price: $0.021 (2.1 cents) per
   conversion)                     option; expiry date: 31/03/15
 
                                   (iii) 2,666,666 - exercise price: indeterminate at this
                                   time (calculated by reference to future market price of
                                   the Company's shares); expiry date: 31/03/15
 

4  Do the +securities rank equally 1. Ordinary shares - Yes
   in all respects from the date
   of allotment with an existing   2. Options - No.
   +class of quoted +securities?
                                   - Will not rank equally with other options currently on
   If the additional securities do   issue.
   not rank equally, please state:
                                   - Do not participate for next dividend or interest
   - the date from which they do     payment.
 
   - the extent to which they      - Different classes of options
   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. Ordinary shares - nil consideration (bonus shares)
 
                                   2. Options - nil cash consideration. Issued as partial
                                   remuneration under contracts of employment
 

6  Purpose of the issue            1. Ordinary shares - bonus issue of shares to
                                   shareholders who participated in the Company's Share
   (If issued as consideration for Purchase Plan offer in 2007
   the acquisition of assets,
   clearly identify those assets)  2. Options - to meet contractual obligations under
                                   contracts of employment
 

7  Dates of entering +securities   28 November 2007
   into uncertificated holdings or
   despatch of certificates
 

                                   Number                                +Class

8  Number and +class of all        898,373,543                           Ordinary shares
   +securities quoted on ASX                                             (UCL)
   (including the securities in
   clause 2 if applicable)
 
                                                                         Options to acquire
                                   246,040,340                           ordinary shares,
                                                                         exercisable at
                                                                         $0.0982 each on or
                                                                         before 31/03/09
                                                                         (UCLOA)
 
                                   264,428,911                           Options to acquire
                                                                         ordinary shares,
                                                                         exercisable at $0.10
                                                                         each on or before
                                                                         31/03/09 (UCLOB)
 
                                   
 
                                   Number                                +Class

9  Number and +class of all        90,000,000             Options to acquire ordinary
   +securities not quoted on ASX                          shares, exercisable at $0.075 each
   (including the securities in                           on or before 31/03/09
   clause 2 if applicable)
 
                                   6,000,000              Options to acquire ordinary
                                                          shares, exercisable at $0.02 each
                                                          (subject to certain vesting
                                                          conditions) on or before 31/03/13
 
                                   
                                   7,999,998              Options to acquire ordinary
                                                          shares, exercisable at either
                                                          $0.021 or other indeterminate
                                                          price each (subject to certain
                                                          vesting conditions) on or before
                                                          31/03/15
 
                                   
 
10 Dividend policy (in the case of N/A
   a trust, distribution policy)
   on the increased capital
   (interests)
 

1.2

1.3 Part 2 - Bonus issue or pro rata issue


11 Is security holder approval      Bonus ordinary shares - no
   required?
 
12 Is the issue renounceable or
   non-renounceable?                N/A
                                    
 
13 Ratio in which the +securities   N/A
   will be offered
 
14 +Class of +securities to which   N/A
   the offer relates
 
              
15 +Record date to determine
   entitlements
                                    N/A
 
16 Will holdings on different       N/A
   registers (or subregisters) be
   aggregated for calculating
   entitlements?
 
17 Policy for deciding 
   entitlements in                  N/A
   relation to fractions
 
18 Names of countries in 
   which the                        Any country other than Australia
   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      12 November 2007
   acceptances or renunciations
 
20 Names of any underwriters        N/A
 
21 Amount of any underwriting 
   fee or comission                 N/A
   
 
22 Names of any brokers to the 
   issue                            N/A
 
23 Fee or commission 
   payable to the                   N/A
   broker to the issue

24 Amount of any 
   handling fee payable             N/A
   to brokers who lodge 
   acceptances or
   renunciations on 
   behalf of +security holders
 
25 If the issue is contingent on    N/A
   +security holders' approval, the
   date of the meeting
 
26 Date entitlement and acceptance  N/A
   form and prospectus or Product
   Disclosure Statement will be sent
   to persons entitled
 
27 If the entity has 
   issued options,                  N/A
   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         N/A
   begin (if applicable)
                                                         
 
29 Date rights trading will 
   end (if applicable)              N/A
    
30 How do +security 
   holders sell their               N/A
   entitlements in full 
   through a broker?
 
31 How do +security holders 
   sell part of their               N/A
   entitlements through a 
   broker and accept
   for the balance?
 
32 How do +security holders 
   dispose of their                 N/A
   entitlements (except by 
   sale through a broker)?
 
33 +Despatch date                   N/A
 

1.4

1.5 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) X    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


1.6 Entities that have ticked box 34(a)

(i)

(ii)    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)

1.7 Entities that have ticked box 34(a)

(i)

(ii) 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)

1.8 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.

John Lemon



Enquires to:

Australia:       Union Resources Limited

                 Dr Frank Reid - Managing Director

                 Phone: +61 07 3833 3833


London:          Hanson Westhouse Limited

                 Bill Staple or Martin Davison

                 0207 7601 6100


                 Bankside Consultants

                 Simon Rothschild / Louise Mason

                 0207 367 8888