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Thursday 23 October, 2008

Union Resources LTD

Annual General Meeting


23 October 2008

                            Union Resources Limited                            

                            Annual General Meeting                             

The Company's 2008 annual general meeting will be held on 21 November 2008.
Please find below the following documents which have been sent to the Company's
shareholders:

 1. Notice of Annual General Meeting; and
   
 2. Proxy Form.
   
For further information:

Australia: Union Resources Limited
Mr John Lemon - Company Secretary
Phone: +61 7 3833 3833

London: Hanson Westhouse Limited
Bill Staple or Martin Davison
020 7601 6100

Bankside Consultants
Simon Rothschild or Louise Mason
020 7367 8888



                       NOTICE OF ANNUAL GENERAL MEETING                        

Date of Meeting: Friday, 21 November 2008

Time of Meeting: 12.00 pm (Midday) (Brisbane Time)

Place of Meeting: Mackellar Room
                  Level 1
                  Novotel Hotel
                  200 Creek Street
                  Brisbane, Queensland
                  Australia

     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.  

                           


                            Union Resources Limited                            
                              ABN 40 002 118 872                               

                       NOTICE OF ANNUAL GENERAL MEETING                        

The 2008 Annual General Meeting of Union Resources Limited ("the Company") will
be held at the Mackellar Room, Level 1, Novotel Hotel, 200 Creek Street,
Brisbane, Queensland, Australia on Friday, 21 November 2008 at 12.00 pm
(Midday) (Brisbane time).

The Company's 2008 Annual Report can be accessed via the Company's website at 
http://www.unionresources.com.au/UCL/documents/231.html.

                                    AGENDA                                     

 1. CONSIDERATION OF REPORTS
   
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 2008.

2. QUESTIONS AND COMMENTS

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 (Cwth).

 3. RE-Election of Director - Mr Karl-axel waplan
   
To consider and, if thought appropriate, pass the following resolution as an
ordinary resolution:

"That Mr Karl-Axel Waplan, who retires in accordance with the Company's
constitution and being eligible offers himself for re-election, is re-elected a
director of the Company."

 4. RE-Election of Director - Mr james collins-taylor
   
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, is re-elected a
director of the Company."

 5. Election of Director - Mr STEPHEN GATLEY
   
To consider and, if thought appropriate, pass the following resolution as an
ordinary resolution:

"That Mr Stephen Gatley, who was appointed a director of the Company by the
Directors on 18 February 2008 pursuant to clause 57.1 of the Company's
constitution, is elected as a director of the Company with effect from the end
of the Meeting."

 6. Election of Director - mr john lemon
   
To consider and, if thought appropriate, pass the following resolution as an
ordinary resolution:

"That Mr John Lemon, who was appointed a director of the Company by the
Directors on 25 March 2008 pursuant to clause 57.1 of the Company's
constitution, is elected as a director of the Company with effect from the end
of the Meeting."

 8. raTification of issue of 9,000,000 shares to weitzenberg foundation, vaduz
   
To consider and, if thought appropriate, pass the following resolution as an
ordinary resolution:

"That the issue of 9,000,000 fully paid ordinary shares in the capital of the
Company to Weitzenberg Foundation, Vaduz on 20 October 2008 is hereby approved
for the purposes of ASX Listing Rule 7.4 and for all other purposes."

 9. ISSUE OF SHARES TO DIRECTOR - MR James collins-taylor
   
To consider and, if thought appropriate, pass the following resolution as an
ordinary resolution:

"That for the purposes of ASX Listing Rule 10.11 and for all other purposes the
Company is authorised to issue 795,455 fully paid ordinary shares in the
capital of the Company to James Desmond Collins-Taylor in lieu of director's
fees for the period 1 October 2008 - 31 December 2008, and otherwise on the
terms and conditions contained in this Notice of Meeting."

10. ISSUE OF SHARES TO DIRECTOR - MR ian ross
   
To consider and, if thought appropriate, pass the following resolution as an
ordinary resolution:

"That for the purposes of ASX Listing Rule 10.11 and for all other purposes the
Company is authorised to issue 795,455 fully paid ordinary shares in the
capital of the Company to Ian Wargent Ross in lieu of director's fees for the
period 1 October 2008 - 31 December 2008, and otherwise on the terms and
conditions contained in this Notice of Meeting."

11. ISSUE OF SHARES TO DIRECTOR - MR karl-axel waplan
   
To consider and, if thought appropriate, pass the following resolution as an
ordinary resolution:

"That for the purposes of ASX Listing Rule 10.11 and for all other purposes the
Company is authorised to issue 795,455 fully paid ordinary shares in the
capital of the Company to Karl-Axel Waplan in lieu of director's fees for the
period 1 October 2008 - 31 December 2008, and otherwise on the terms and
conditions contained in this Notice of Meeting."

12. ISSUE OF SHARES TO DIRECTOR - THE rt hon lord lamont of lerwick
   
To consider and, if thought appropriate, pass the following resolution as an
ordinary resolution:

"That for the purposes of ASX Listing Rule 10.11 and for all other purposes the
Company is authorised to issue 2,045,455 fully paid ordinary shares in the
capital of the Company to The Rt Hon Lord Lamont of Lerwick in lieu of
director's fees for the period 1 October 2008 - 31 December 2008, and otherwise
on the terms and conditions contained in this Notice of Meeting."

13. ISSUE OF SHARES TO DIRECTOR - MR STEPHEN gatley
   
To consider and, if thought appropriate, pass the following resolution as an
ordinary resolution:

"That for the purposes of ASX Listing Rule 10.11 and for all other purposes,
the Company is authorised to issue 795,455 fully paid ordinary shares in the
capital of the Company to Stephen Gatley in lieu of director's fees for the
period 1 October 2008 - 31 December 2008, and otherwise on the terms and
conditions contained in this Notice of Meeting."

14. ISSUE OF SHARES TO managing DIRECTOR - DR frank reid
   
To consider and, if thought appropriate, pass the following resolution as an
ordinary resolution:

"That for the purposes of ASX Listing Rule 10.11 and for all other purposes the
Company is authorised to issue 3,291,422 fully paid ordinary shares in the
capital of the Company to Dr Frank William Reid in lieu of Managing Director's
salary of US$25,000, being part of the salary payable to Dr Reid in respect of
the period 1 October 2008 - 31 December 2008, and otherwise on the terms and
conditions contained in this Notice of Meeting."

15. remuneration Report
   
To consider and, if thought appropriate, pass the following resolution as an
ordinary resolution:

"That the Remuneration Report for the year ended 30 June 2008 be adopted."

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

BY ORDER OF THE BOARD
UNION RESOURCES LIMITED


J A Lemon
Company Secretary
21 October 2008

                            UNION RESOURCES LIMITED                            
                              ABN 40 002 118 872                               

                       NOTICE OF ANNUAL GENERAL MEETING                        

                            EXPLANATORY MEMORANDUM                             

INTRODUCTION

This Explanatory Memorandum forms part of the notice convening the Company's
Annual General Meeting to be held on Friday, 21 November 2008. 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 14.

1. AGENDA ITEM 1 - CONSIDERATION OF REPORTS

1.1 The Financial Report, the Directors' Report and the Independent Audit
Report for the year ended 30 June 2008 will be presented for consideration.

1.2 The abovementioned reports were released by the Company to ASX on 22
September 2008. Shareholders are not required to vote on the reports, however
Shareholders will be given a reasonable opportunity to ask questions concerning
the reports.

2. AGENDA ITEM 2 - QUESTIONS AND COMMENTS

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 (Cwth). 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
meeting.

2.4 Note:

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

 i. the content of the Auditor's report to be considered at the Annual General
    Meeting; or
   
ii. the conduct of the audit of the annual financial report to be considered at
    the Annual General Meeting.
   
2.5 A shareholder must give the question to the Company (who will pass it on to
the Auditor) no later than Friday, 14 November 2008. 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 11.6 of this Explanatory Memorandum. Alternatively, if you are
submitting a Proxy Form (see section 11 of this Explanatory Memorandum) you may
send it together with the Proxy Form, provided it is received by 5.00 pm on
Friday, 14 November 2008.

3. AGENDA ITEM 3 - RE-ELECTION OF DIRECTOR - MR KARL-AXEL WAPLAN

3.1 In accordance with the Company's constitution Mr Karl-Axel Waplan retires
by rotation at the end of the Annual General Meeting and, being eligible,
offers himself for re-election as a director of the Company.

3.2 Mr Waplan has been a Director since September 2005. Mr Waplan is the
Executive Vice President European Operations of Northland Resources Inc. Prior
to that he was President and CEO of Lundin Mining Corporation. He has a Master
of Science in Mechanical Engineering from the Royal Institute of Technology,
Stockholm, Sweden. He brings over 25 years professional and mining experience
to the Board and has extensive international experience in project financing,
mine development, business negotiations and management of joint ventures. Mr
Waplan is currently Non-executive Chairman of Endomines AB, Sweden, Chairman of
Radkin AB Sweden, director of Raw Material Group AB, Sweden and director of
Feralco AB, Sweden. Mr Waplan is a member of the Company's Remuneration &
Nomination Committee.

3.3 The Company's directors (with Mr Waplan abstaining) recommend that
Shareholders vote in favour of the resolution.

4. AGENDA ITEM 4 - RE-ELECTION OF DIRECTOR - MR JAMES COLLINS-TAYLOR

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

4.2 Mr Collins-Taylor has been a Director since May 2005. Mr Collins-Taylor is
a chartered accountant and was formerly with Deloitte Touché 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 currently a director of Gold
Aura Limited (since 2005). Mr Collins-Taylor is the Company's Chairman of
Directors and is a member of the Company's Audit Committee and the Remuneration
& Nomination Committee.

4.3 The Company's directors (with Mr Collins-Taylor abstaining) recommend that
Shareholders vote in favour of the resolution.

 5. AGENDA ITEM 5 - ELECTION OF DIRECTOR - Mr Stephen Gatley
   
 1. Mr Stephen Gatley was appointed by the Company's directors as a director of
    the Company on 19 February 2008 pursuant to clause 57.1 of the Company's
    constitution which allows the Company's directors to appoint a person to
    fill a casual vacancy. Under the Company's constitution Mr Gatley will hold
    office as a director until the end of the Annual General Meeting on 21
    November 2008, and may be re-elected as a Director at that meeting.
   
 2. Mr Gatley is General Manager (Technical Support & Evaluations) for Lundin
    Mining Corporation.  He is a qualified mining engineer with over 25 years
    experience in the base metals field.  He has considerable experience in the
    management of mine operations and mine development projects, and
    international experience in Europe, Africa and South America.  In his
    current role with Lundin Mining Corporation Mr Gatley provides corporate
    level technical support and project evaluation services. Mr Gatley is also
    a director of Canadian company Sunridge Gold Corporation.
   
5.3 The Company's directors (with Mr Gatley abstaining) recommend that
Shareholders vote in favour of the resolution.

 6. agenda item 6 - ELECTION OF DIRECTOR - Mr john lemon
   
6.1 Mr John Lemon was appointed by the Company's directors as a director of the
Company on 25 March 2008 pursuant to clause 57.1 of the Company's constitution
which allows the Company's directors to appoint a person to fill a casual
vacancy. Under the Company's constitution Mr Lemon will hold office as a
director until the end of the Annual General Meeting on 21 November 2008, and
may be re-elected as a Director at that meeting.

6.2 Mr Lemon has been the Company's Company Secretary since 13 February 2006.
He is a qualified solicitor and has held a number of positions as Company
Secretary and/or Legal Counsel with various companies, including MIM Holdings
Limited, General Electric Company and Bank of Queensland Limited.

6.3 The Company's directors (with Mr Lemon abstaining) recommend that
Shareholders vote in favour of the resolution.

7. agenda item 7 - RATIFICATION OF issue of 9,000,000 shares to weitzenberg
foundation, vaduz

 1. In June 2008 the Company entered into a contract ("the Contract") with
    Lichtenstein corporation Weitzenberg Foundation, Vaduz ("the Vendor")
    pursuant to which the Company acquired Namibian company Sea Phosphates
    (Namibia) Pty Limited ("SPL"). SPL holds two Exclusive Prospecting Licences
    nos. 3414 and 3415 ("the EPLs") issued by the Namibian Ministry of Mines
    and Energy for Phosphate and Precious Stones. The EPLs lie approximately
    60km offshore from the coast of Namibia between Walvis Bay and Luderitz.
    The combined total area of the EPLs is 200,000 ha. The EPLs are part of the
    Namibian Sandpiper Phosphate Project which the Company is currently
    evaluating.
   
 2. It is a term of the Contract that in consideration for the sale by the
    Vendor to the Company of the shares in SPL the Company will, subject to
    satisfaction of certain conditions precedent (which may be waived at the
    option of the Company):
   
 i. pay to the Vendor the sum of US$500,000;
   
ii. issue to the Vendor 9,00,000 fully paid ordinary shares in the capital of
    the Company ("the Consideration Shares"); and
   
iii. issue to the Vendor 9,000,000 options to subscribe for ordinary shares in
    the capital of the Company, exercisable at $0.13 (13 cents) per option on
    or before 30 April 2009 ("the Consideration Options").
   
 1. In accordance with the terms of the Contract, following receipt of exchange
    control approval from the Bank of Namibia the Company issued the
    Consideration Shares to the Vendor on 20 October 2008. The obligation to
    pay the US$500,000 and issue the Consideration Options to the Vendor will
    fall due at a later date, subject to satisfaction of certain conditions
    precedent. If the transaction does not proceed to final completion the
    Company will not be obliged to pay the US$500,000 and issue the
    Consideration Options, and the Company will be entitled to effect
    cancellation of the Consideration Shares.
   
 2. Subject to a number of exceptions, ASX Listing Rule 7.1 provides that a
    company must not issue equity securities without shareholder approval if
    the number of securities issued would, of itself or when added to the
    number of other equity securities issued by the company in the previous 12
    months, exceed 15% of the number of ordinary shares of the Company on issue
    at the commencement of the 12 month period. ASX Listing Rule 7.4.2 provides
    that shareholders may approve an issue of securities after the fact
    (provided the issue did not breach the 15% limit) so that the securities
    which were issued are regarded as having been issued with shareholder
    approval for the purpose of Listing Rule 7.1.
   
 3. Accordingly, the proposed resolution in Agenda item 7 is seeking approval
    for the issue of the Consideration Shares which were issued without
    Shareholder approval to Weitzenberg Foundation, Vaduz. The issue of these
    shares was within the 15% limit permitted by ASX Listing Rule 7.1.
    Nevertheless, the Company is requesting that Shareholders ratify the issue
    of the shares for the purpose of ASX Listing Rule 7.4.2 so that the Company
    will have the flexibility to issue further securities under ASX Listing
    Rule 7.1 if the need or opportunity arises.
   
 4. As required by ASX Listing Rule 7.5, the following information is provided:
   
 i. 9,000,000 Shares were issued.
   
ii. The 9,000,000 shares were issued for nil cash consideration, but as partial
    consideration for the sale by the Vendor to the Company of the issued
    shares in Namibian company Sea Phosphates (Namibia) Pty Limited.
   
iii. The shares are fully paid ordinary shares and are subject to the same
    rights and obligations and rank equally with all other shares in the
    capital of the Company, except that the shares will be subject to voluntary
    escrow until the final completion date under the Contract.
   
iv. The shares were issued to Weitzenberg Foundation, Vaduz.
   
 v. No funds were raised from the issue of the shares.
   
vi. Voting Exclusion Statement
   
As required by the ASX Listing Rules, the Company will disregard any votes cast
on this resolution by:

  * Weitzenberg Foundation, Vaduz ; and
   
  * an associate (as defined in the ASX Listing Rules) of Weitzenberg
    Foundation, Vaduz.
   
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 a direction on the proxy form to vote
    as the proxy decides.
   
  * The Company's directors recommend that Shareholders vote in favour of the
    resolution.
   
  * 8. agenda items 8 - 13 - ISSue of Shares to directors in lieu of directors'
    fees/Managing director's salary
   
     1. Shareholder Approval is sought:
       
     i. in agenda items 8, 9, 10 and 12 for the issue of 795,455 fully paid
        ordinary shares in the capital of the Company to each of Directors
        James Collins-Taylor, Ian Ross, Karl-Axel Waplan and Stephen Gatley in
        lieu of director's fees which will become payable to them for the
        period 1 October 2008 - 31 December 2008;
       
    ii. in agenda item 11 for the issue of 2,045,455 fully paid ordinary shares
        in the capital of the Company to Director The Rt Hon Lord Lamont of
        Lerwick in lieu of director's fees which will become payable to him for
        the period 1 October 2008 - 31 December 2008; and
       
    iii. in agenda item 13 for the issue of 3,291,422 fully paid ordinary
        shares in the capital of the Company to Managing director Dr Frank Reid
        in lieu of Managing Director's salary of US$25,000 which is part of the
        salary which will become payable to Dr Reid in respect of the period 1
        October 2008 - 31 December 2008.
       
     2. The Directors in question have elected, subject to Shareholder
        approval, to receive cash in lieu of Directors' fees otherwise payable
        to them or, in Dr Reid's case, salary otherwise payable to him, to:
       
     i. assist the Company to conserve working capital; and
       
    ii. give the Directors a greater stake in the future success of the
        Company.
       
     3. In the Chairman's Letter contained in the Company's Entitlement Issue
        (rights issue) Prospectus issued on 7 October 2008 the Company's
        Chairman of Directors advised that the issue price of Shares under the
        Prospectus of $0.011 (1.1 cents) would be used as the basis for issuing
        Shares to directors of the Company as proposed in this notice of
        meeting.
       
     5. ASX Listing Rule 10.11 provides that an ASX-listed company must not
        issue or agree to issue equity securities to a director of the company
        without the approval of the company's shareholders. The notice of the
        meeting to obtain shareholders' approval must comply with Listing Rule
        10.13. Therefore, as required by Listing Rule 10.13, the following
        information is provided:
       
     i. The names of the persons to whom the shares are to be issued are James
        Collins-Taylor, Ian Ross, Karl-Axel Waplan, Dr Frank Reid, Rt Hon Lord
        Lamont of Lerwick and Stephen Gatley.
       
    ii. The maximum number of shares to be issued is:
       
    iii.
          o James Collins-Taylor 795,455
           
          o Ian Ross 795,455
           
          o Karl-Axel Waplan 795,455
           
          o Dr Frank Reid 3,291,422*
           
          o Rt Hon Lord Lamont of Lerwick 2,045,455
           
          o Stephen Gatley 795,455
           
    Total 8,518,697
   
    * Dr Reid's salary is paid in USA dollars. The calculation of shares to be
    issued to Dr Reid is based on an exchange rate of 0.6905 which was the
    prevailing exchange rate as at close of business on 20 October 2008, the
    day before the signing of this notice of meeting.
   
     1.
        iii. The Company will issue the shares no later than 1 month after the
            date of the meeting.
           
        iv. The issue price of the shares will be nil, however as noted in
            Section 8.3 (above) the notional issue price of the shares will be
            $0.011 (1.1 cents) each for the purpose of calculating the number
            of shares to be issued, and the shares will be issued:
           
         v.
              # to Messrs Collins-Taylor, Ross, Waplan and Gatley in lieu of
                Directors' fees of AUD$8,750 each in respect of the period 1
                October 2008 - 31 December 2008;
               
              # to Rt Hon Lord Lamont of Lerwick in lieu of Director's fees of
                AUD$22,500 in respect of the period 1 October 2008 - 31
                December 2008; and
               
              # to Dr Frank Reid in lieu of US$25,000 Managing Directors'
                salary in respect of the period 1 October 2008 - 31 December
                2008.
               
     5. Voting Exclusion Statement
       
    As required by the ASX Listing Rules, the Company will disregard any votes
    cast on each of resolutions 8 - 13 by:
   
      + The particular Director to whom the shares are to be issued ; and
       
      + an associate (as defined in the ASX Listing Rules) of that 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 a direction on the proxy form
        to vote as the proxy decides.
       
      + No funds will be raised by the issue of the shares.
       
      + 
         6. If approval is given under ASX Listing Rule 10.11, approval is not
            required under Listing Rule 7.1 (please see Section 7.4 (above) for
            details of ASX Listing Rule 7.1).
           
         7. The Company's directors each, other than in relation to the
            particular resolution concerning the issue of shares to him from
            which he abstains from making a recommendation, recommends that
            shareholders vote in favour of the resolutions in agenda items 8 -
            13.
           
        9. AGENDA ITEM 14 - REMUNERATION REPORT
       
         1. The Remuneration Report is contained in the Company's 2008 Annual
            Report commencing on page 10. The Remuneration Report's contents
            include:
           
         i. an explanation of the Board's policy for remuneration of the
            Company's directors and management; and
           
        ii. details of remuneration paid to the Company's directors and
            executives.
           
         1. Under the Corporations Act 2001 (Cwth) a resolution that the
            Remuneration Report be adopted must be put to a vote of
            shareholders at the Company's Annual General Meeting.
           
         2. The Chairman will give shareholders a reasonable opportunity to ask
            questions about, or make comments on, the Remuneration Report.
           
         3. 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.
           
         4. The Company's directors recommend that Shareholders vote in favour
            of the resolution.
           
        10. VOTING RIGHTS
       
        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 7.00 pm
        (Brisbane time) on 19 November 2008 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.
       
        11. PROXIES
           
        11.1 A Shareholder entitled to attend and vote at the Meeting may
        appoint:
       
        (i) one proxy if the Shareholder is only entitled to one vote at the
        meeting; or
       
        (ii) 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.
       
         1. A Shareholder may appoint an individual person or a body corporate
            as the Shareholder's proxy.
           
        11.3 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.
       
         1. 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.
           
         2. A proxy need not be a shareholder of the Company.
           
         4. 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 12
            .00 pm (Midday) on Wednesday, 19 November 2008:
           
        (i) by post:
       
        Union Resources Limited
        PO Box 728
        Spring Hill, Qld, Australia 4004; or
       
        (ii) by delivery:
       
        Union Resources Limited
        Level 6
        200 Creek Street
        Brisbane, QLD; or
       
        (iii) by facsimile:
        (07) 3833 3888
       
        12. CORPORATE REPRESENTATIVE
           
        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.
       
        13. OTHER INFORMATION
           
        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).
       
        14. interpretation
           
        In this notice of meeting the following expressions have the following
        meanings:
       
        "ASX" means ASX Limited ACN 008 624 691.
       
        "Auditor" means the Company's auditor.
       
        "Board" means the Directors of the Company from time to time, acting as
        a board.
       
        "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
        21 November 2008 and any adjournment thereof.
       
        "Section" means a section of this Explanatory Memorandum.
       
        "Share" means an ordinary fully paid share in the capital of the
        Company, and "Shares" has a corresponding meaning.
       
        "Shareholder" means a shareholder of the Company.
       

                                UNION RESOURCES LIMITED                        
       
                                  ABN 40 002 118 872                           
      
                              Level 6, 200 Creek Street,                       
       
                               Brisbane, Qld, Australia                        
       
                               Telephone: (07) 3833 3833                       
       
                                  Fax: (07) 3833 3888                          
       
                                      PROXY FORM                               
       
        I/We
       
        of
       
        being a shareholder/(s) of Union Resources Limited ("the 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 Annual General Meeting of the Company to be
        held at the Mackellar Room, Level 1, Novotel Hotel, 200 Creek Street,
        Brisbane, Queensland, Australia on Friday, 21 November 2008 at 12.00 pm
        (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 boxes below.
       
        If no directions are given, the Proxy may vote as the Proxy thinks fit
        or may abstain. By signing this appointment you acknowledge that the
        Proxy (whether voting in accordance with your directions or voting in
        their discretion under an undirected Proxy) may exercise your proxy
        even if he/she has an interest in the outcome of the resolution and
        even if votes cast by him/her other than as proxy holder will be
        disregarded because of that interest. However, if the Proxy you appoint
        is excluded from voting on a resolution and you do not direct the Proxy
        how to vote on that resolution, your vote will also be excluded.
       
        The chairman of the meting (Chairman of Directors, James
        Collins-Taylor) intends to vote undirected proxies in favour of all
        proposed resolutions.
       
        
       
        If the chairman of the meeting is appointed as your proxy, or may be
        appointed by default and
       
        you do not wish to direct your proxy how to vote as your proxy in
        respect of Resolution 6 ("Approve Issue of Shares to Director - J
        Collins-Taylor") (Agenda item 8) (please see below) please place a mark
        in the box to the right.
       
        By marking this box, you acknowledge that the chairman of the meeting
        may exercise your proxy even if he has an interest in the outcome of
        Resolution 6 and that votes cast by the chairman of the meeting for
        Resolution 6 other than as proxy holder will be disregarded because of
        that interest.
       
        If you do not mark this box, and you have not directed your proxy how
        to vote, the chairman will not cast your vote on Resolution 6 and your
        vote will not be counted in calculating the required majority if a poll
        is called on Resolution 6.
       
        I/we direct my/our proxy to vote as indicated below:
       
        Resolution
       
        For Against Abstain
       
        1. Re-elect Mr K Waplan as Director (Agenda item 3)
       
        2. Re-elect Mr J Collins-Taylor as Director (Agenda item 4)
       
        3. Elect Mr S Gatley as Director (Agenda item 5)
       
        4. Elect Mr J Lemon as Director (Agenda item 6)
       
        5. Approve issue of shares & options to Weitzenberg Foundation
       
        (Agenda item 7)
       
        6. Approve issue of shares to Director - J Collins-Taylor
       
        (Agenda item 8)
       
        7. Approve issue of shares to Director - I Ross (Agenda item 9)
       
        8. Approve issue of shares to Director - K Axel-Waplan
       
        (Agenda item10)
       
        9. Approve issue of shares to Director - Rt Hon Lord Lamont of Lerwick
       
        (Agenda item 11)
       
        10. Approve issue of shares to Director - S Gatley (Agenda item 12)
       
        11. Approve issue of shares to Director - F Reid
       
        (Agenda item 13)
       
        12. Adopt Remuneration Report (Agenda item 14)
       
        As witness my/our hand/s this day of 2008
       
        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
       
        [N.B. After completing this Proxy Form please deliver it to the
        Company's registered office in accordance with Section 11.6 of the
        Explanatory Memorandum in the accompanying Notice of Annual General
        Meeting]