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Wednesday 30 April, 2008

Union Resources LTD

Quarterly Report


                            Union Resources Limited                            

         QUARTERLY ACTIVITIES STATEMENT FOR PERIOD ENDED 31 MARCH 2008         

Background

Union Resources Limited ("Union" or "the Company") is focused on the
development of the Mehdiabad Base Metal Project ("the Project") located in
Central Iran.

The Project is carried on by Union, Iranian Mines and Mining Industries
Development and Renovation Organisation ("IMIDRO") and the company Itok GmbH
("Itok") through an incorporated Iranian joint venture company, Mehdiabad Zinc
Company ("MZC"). Union has to date invested in excess of US$15 million on
exploration and feasibility activities relating to the Project. As previously
advised, IMIDRO purported to terminate several agreements governing the Project
in December 2006. Union stated then, and is still firmly of the opinion, that
the agreements were invalidly terminated. Since that time Union has been
negotiating with various Iranian parties in an effort to resolve the impasse
and progress the Project. At the same time, Union has been exploring the
possibility of resolving the matter through arbitration and has made initial
preparations for instituting arbitration proceedings should that become
necessary.

Union has also previously advised that it has received notification from the
MZC Board that Project expenditure by it and Itok of US$9,695,992 and
US$463,179 respectively has been approved by the MZC Board. Whilst the sum of
US$9,695,992 represents only part of what Union claims is its legitimate
Project expenditure, the significance of the MZC Board's determination is that
it constitutes formal recognition that Union and Itok have met their initial
"earn-in" expenditure commitment under the Project agreements. The effect of
this is that Union is entitled to have its Project expenditure through MZC
converted to an approximately 47.7% equity in MZC (with Itok entitled to an
approximately 2.3% equity). This will prove to be of significant benefit if a
resolution of the current dispute can be achieved.

Activities during quarter

During the quarter Union continued to hold discussions with the relevant
Iranian parties in an effort to resolve the Project dispute and progress the
Project, and further discussions are scheduled to be held in Dubai in early
May.

Union's Managing Director, Dr Frank Reid was appointed chairman of MZC on 12
February.

During the quarter Union also investigated possible involvement in other
projects, and such investigation is ongoing.

No exploration activities were undertaken in the quarter. Nor did the Company
undertake any mining production and development activities in the quarter.

Stephen Gatley and John Lemon were each appointed as a director of the Company
in February and March respectively, and Mark Pratt resigned as a director of
the Company in March.


UNION RESOURCES LIMITED
Dr Frank Reid
Managing Director

For further information contact:

Australia: Union Resources Limited
Frank Reid - Managing Director
Phone: +61 07 3833 3833
Email: info@unionresources.com.au

London: Hanson Westhouse Limited
Louis Castro or Martin Davison
0207 7601 6100

Bankside Consultants
Simon Rothschild or Louise Mason
020 7367 8888


                             Appendix 5B

               Mining exploration entity quarterly report

Introduced 1/7/96. Origin: Appendix 8. Amended 1/7/97, 1/7/98, 30/9/2001.

Name of entity                                                                 
                                                                               
                            Union Resources Limited                            

ABN                                              Quarter ended ("current       
                                                 quarter")                     
                                                                               
        40 002 118 872                                   31 March 2008         

Consolidated statement of cash flows
Cash flows related to operating      Current quarter      Year to date   
activities                                                                     
                                        $A'000           (9 months)    
                                                                               
                                                           $A'000      
                                                                               
1.1   Receipts from product sales and        -                  -                 
      related debtors                                                          
                                                                               
1.2   Payments for (a) exploration and    (115)              (356)             
      evaluation                                                               
                                             -                  -                 
      (b) development                                                          
                                             -                  -                 
      (c) production                                                           
                                          (545)            (1,929)           
      (d) administration                                                       
                                                                               
1.3   Dividends received                     -                  -                 
                                                                               
1.4   Interest and other items of a         40                117               
      similar nature received                                                  
                                                                               
1.5   Interest and other costs of finance    -                  -                 
      paid                                                                     
                                                                               
1.6   Income taxes paid                      -                  9                 
                                                                               
1.7   Other (provide details if material)    8                 33                
                                                                               
      Net Operating Cash Flows            (612)            (2,126)           
                                                                               
      Cash flows related to investing                                          
      activities                                                               
                                                                               
1.8   Payment for purchases of: (a)          -                  -                 
      prospects                                                                
                                             -                  -                 
      (b) equity investments                                                   
                                            (6)               (21)              
      (c) other fixed                                                          
                                                                               
      assets                                                                   
                                                                               
1.9   Proceeds from sale of: (a)             -                  -                 
      prospects                                                                
                                             0                  2                 
      (b) equity                                                               
                                             -                  -                 
      investments                                                              
                                                                               
       c. other fixed                                                          
                                                                               
      assets                                                                   
                                                                               
1.10  Loans to other entities                -                  -                 
                                                                               
1.11  Loans repaid by other entities         -                  -                 
                                                                               
1.12  Other (provide details if material)    -                  -                 
                                                                               
      Net investing cash flows              (6)               (19)              
                                                                               
1.13  Total operating and investing cash  (618)            (2,145)           
      flows (carried forward)                                                  

1.13  Total operating and investing cash  (618)            (2,145)           
      flows (brought forward)                                                  
                                                                               
      Cash flows related to financing                                          
      activities                                                               
                                                                               
1.14  Proceeds from issues of shares,      (37)             2,357             
      options, etc.                                                            
                                                                               
1.15  Proceeds from sale of forfeited        -                  -                 
      shares                                                                   
                                                                               
1.16  Proceeds from borrowings               -                  -                 
                                                                               
1.17  Repayment of borrowings                -                  -                 
                                                                               
1.18  Dividends paid                         -                  -                 
                                                                               
1.19  Other (provide details if material)    -                  -                 
                                                                               
      Net financing cash flows             (37)             2,357             
                                                                               
      Net increase (decrease) in cash     (654)               212               
      held                                                                     
                                                                               
1.20  Cash at beginning of quarter/year  2,463              1,602             
      to date                                                                  
                                                                               
1.21  Exchange rate adjustments to item     (2)                (7)               
      1.20                                                                     
                                                                               
1.22  Cash at end of quarter             1,807              1,807             

Payments to directors of the entity and associates of the directors

Payments to related entities of the entity and associates of the related
entities

                                                             Current quarter   
                                                                               
                                                             $A'000            
                                                                               
1.23   Aggregate amount of payments to the parties included     246               
       in item 1.2                                                             
                                                                               
1.24   Aggregate amount of loans to the parties included in       -                 
       item 1.10                                                               
                                                                               
1.25   Explanation necessary for an understanding of the transactions          
                                                                               
       Salaries and directors fees                                             

Non-cash financing and investing activities

2.1   Details of financing and investing transactions which have had a material
      effect on consolidated assets and liabilities but did not involve cash   
      flows                                                                    
                                                                               
      Nil                                                                      

2.2   Details of outlays made by other entities to establish or increase their 
      share in projects in which the reporting entity has an interest          
                                                                               
      Nil                                                                      

Financing facilities available

Add notes as necessary for an understanding of the position.

                                          Amount available   Amount used       
                                                                               
                                          $A'000             $A'000            
                                                                               
3.1   Loan facilities                          -                  -                 
                                                                               
3.2   Credit standby arrangements              -                  -                 

Estimated cash outflows for next quarter

                                                             $A'000                     
                                                                               
4.1   Exploration and evaluation                                100                        
                                                                               
4.2   Development                                                 -                          
                                                                               
      Total                                                     100                        

Reconciliation of cash

Reconciliation of cash at the end of the   Current quarter   Previous quarter  
quarter (as shown in the consolidated                                          
statement of cash flows) to the related        $A'000            $A'000       
items in the accounts is as follows.                                           
                                                                               
5.1   Cash on hand and at bank                    306               463                
                                                                               
5.2   Deposits at call                          1,500             2,000              
                                                                               
5.3   Bank overdraft                                -                 -                  
                                                                               
5.4   Other (provide details)                       -                 -                  
                                                                               
      Total: cash at end of quarter (item       1,806             2,463              
      1.22)                                                                    

Changes in interests in mining tenements

                            Tenement   Nature of interest    Interest  Interest 
                           reference                               at at end of
                                     (note (2))             beginning   quarter  
                                                                   of                 
                                                              quarter            
                                                                               
6.1   Interests in mining          -                      -         -         -
      tenements                                                                
      relinquished,                                                            
      reduced or lapsed                                                        
                                                                               
6.2   Interests in mining          -                      -         -         -
      tenements acquired                                                       
      or increased                                                             

Issued and quoted securities at end of current quarter

Description includes rate of interest and any redemption or conversion rights
together with prices and dates.

                    Total number  Number quoted  Issue price    Amount paid up 
                                                 per security   per security   
                                                 (see note 3)   (see note 3)   
                                                 (cents)        (cents)        
                                                                               
7.1   Preference +  -             -              -              -              
      securities                                                               
      (description)                                                            
                                                                               
7.2   Changes                   
      during                                                                   
      quarter                    
                                                                               
      (a) Increases  -             -              -              -            
      through                                                                  
      issues                                                                   
                                                                               
      (b) Decreases  -             -              -              -             
      through                                                                  
      returns of                                                               
      capital,                                                                 
      buy-backs,                                                               
      redemptions                                                              
                                                                               
7.3   +Ordinary     898,373,543   898,373,543    Fully paid     Fully paid     
      securities                                                               
                                                                               
7.4   Changes                   
      during                                                                   
      quarter                  
                                                                               
      (a) Increases  -             -              -              -         
      through                                                                  
      issues                                                                   
                                                                               
      (b) Decreases  -             -              -              -              
      through                                                                  
      returns of                                                               
      capital,                                                                 
      buy-backs                                                                
                                                                               
7.5   +Convertible  -             -              -              -              
      debt                                                                     
      securities                                                               
      (description)                                                            
                                                                               
7.6   Changes                     
      during                                                                   
      quarter                    
                                                                               
      (a) Increases   -             -              -              -              
      through                                                                  
      issues                                                                   
                                                                               
      (b) Decreases  -             -              -              -           
      through                                                                  
      securities                                                               
      matured,                                                                 
      converted                                                                
                                                                               
7.7   Options                                   Exercise price   Expiry date  
      (description   246,040,340   246,040,340                 
      and            UCLOA         UCLOA         9.82           31 March 2009 
      conversion                                                               
      factor)        264,428,911   264,428,911  10.00           31 March 2009 
                     UCLOB         UCLOB                                                
                    
                     90,000,000    -            7.50            31 March 2009 
                      Unlisted                                                         
                         
                     6,000,000     -            2.00            31 March 2013 
                      Unlisted                                                         
                               
                     5,333,332     -            2.10            31 March 2015 
                      Unlisted                                                         
                   
                     2,666,666     -           By reference     31 March 2015 
                      Unlisted                 to future                     
                                              market price                  
                                                                               
                                                                             
7.8   Issued during    -             -              -              -       
      quarter                                                                  
                                                                               
7.9   Exercised        -             -              -              -              
      during                                                                   
      quarter                                                                  
                                                                               
7.10  Expired          -             -              -              -              
      during                                                                   
      quarter                                                                  
                                                                               
7.11  Debentures       -             -                                            
                                                                               
      (totals only)                                                            
                                                                               
7.12  Unsecured        -             -                                            
      notes(totals                                                             
      only)                                                                    

Notes

1 The quarterly report provides a basis for informing the market how the
entity's activities have been financed for the past quarter and the effect on
its cash position. An entity wanting to disclose additional information is
encouraged to do so, in a note or notes attached to this report.

2 The "Nature of interest" (items 6.1 and 6.2) includes options in respect of
interests in mining tenements acquired, exercised or lapsed during the
reporting period. If the entity is involved in a joint venture agreement and
there are conditions precedent which will change its percentage interest in a
mining tenement, it should disclose the change of percentage interest and
conditions precedent in the list required for items 6.1 and 6.2.

3 Issued and quoted securities The issue price and amount paid up is not
required in items 7.1 and 7.3 for fully paid securities.

4 The definitions in, and provisions of, AASB 1022: Accounting for Extractive
Industries and AASB 1026: Statement of Cash Flows apply to this report.

5 Accounting Standards ASX will accept, for example, the use of International
Accounting Standards for foreign entities. If the standards used do not address
a topic, the Australian standard on that topic (if any) must be complied with.