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Union Resources LTD (URL)

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Monday 27 October, 2008

Union Resources LTD

Joint Venture

                            Union Resources Limited                            

         Joint Venture to Accelerate Development of Namibian Phosphate         

Key Points

  * A joint venture with Bonaparte Diamond Mines and Tungeni Investments will
    provide strategic and operational benefits that will consolidate
    development of significant portions of the off shore Namibian phosphate
  * Strongly complementary capabilities will allow lower cost and lower risk
    development while increasing coverage of a potentially large new mineral
    province. It will give the parties access to over 8000 km2 of highly
    prospective territory
Union Resources Limited (UCL) is pleased to announce that it has entered into a
Joint Venture Agreement (JVA) with Bonaparte Diamond Mines (BON) and the
Namibian company Tungeni Investments (Tungeni) to jointly develop UCL's, BON's
and Tungeni's combined marine phosphate tenements off the coast of Namibia.

In the terms of the JVA, licenses held by UCL in its Sandpiper project and
those held by BON/ Tungeni in their Meob and Rocky Point Projects will be
transferred to a Joint Venture company to be held 42.5% each by BON and UCL and
15% by Tungeni. The Meob project holds licenses adjacent to UCL's Sandpiper
project. Significant terms of the JVA are provided in the Appendix.

The partners are firmly of the opinion that the Joint Venture (JV) will result
in strategic and operational advantages that will benefit shareholders by
generating greater value at lower risk than could be achieved by the companies
acting individually. UCL's MD Frank Reid said "The JV offers the partners a
more efficient, low risk and more cost-effective opportunity to rapidly develop
a world-class rock phosphate project."

Strategically, the JV will be very well placed to rapidly develop a new
phosphate province in Namibia, and will control an area of up to 8000 km2 of
the most prospective areas. As the JV emerges as a substantial, non-government,
independent producer of rock phosphate, it will become attractive as a supplier
to downstream customers for rock phosphate who are not vertically integrated
back to their own mines. Initial pilot plant investigation has shown that a
good merchant grade phosphoric acid can be produced via standard phosphoric
acid circuits using material from the area.

The JV will also provide significant operational advantages. It will allow for
a co-operative approach to accessing and developing limited shore-based
infrastructure in Namibia and will allow a coordinated approach to regulatory
requirements such as permitting and environmental management. Furthermore, the
skills and data sets that exist within the partners' organizations are
complementary, and combined with administrative and regulatory streamlining,
will greatly accelerate project development. Dr. Reid added, "With several new
phosphate projects recently being announced, the accelerated implementation
expected to result from the JV will confer a significant market advantage."

UCL has significant experience with large resources companies and access to
excellent project development and processing skills. It also has existing
relationships with critical technology providers. BON has substantial
experience in marine resource development and mining in the Namibian off-shore
environment, while the Namibian partner, Tungeni, has sound experience in
guiding corporate development in Namibia.

The nature of the resource will also facilitate rapid implementation, since the
deposit is geologically uncomplicated, comprising unconsolidated phosphatic
sediments. Beneficiation of the run of mine material appears to be quite simple
with concentrate for pilot plant work being prepared by screening and sizing
with hydro-cyclones.

The rapid development of an initial 3 mtpa rock phosphate operation is a top
priority for the JV management team, with a substantial increase to 6 mtpa from
the combined tenements, subject to market demand. Management of the JV Partners
considers that the project has a realistic potential to be in production by

BON's MD Mike Woodbourne said:" The combined assets and experience base of the
JV companies provides us with the best prospect of seizing the key market
advantage of becoming the next large phosphate producer".

Tungeni's MD Tonata said "We welcome the opportunity to develop a new mining
sector in Namibia, which has been independently rated as one of the top
investment destinations in Africa".

James Collins-Taylor


Notes to the Editor:

Bonaparte Diamond Mines NL ("BON") is an Australian Securities Exchange (ASX) -
listed Australian company. Its principal activities are diamond mining and
diamond and phosphate exploration. Its relevant expertise includes marine
mining exploration. BON has projects in Namibia, South Africa and Australia.

Tungeni Investments cc ("Tungeni") is a Namibian company. Tungeni is a joint
venture partner with BON in the Meob Phosphate Project in Namibia, holding a
30% interest.

Appendix 1

Significant Terms

BON, UCL and Tungeni have agreed to associate in a JV for the purpose of
commercial development and exploitation of their respective marine phosphate
exploration licences off the coast of Namibia. The significant terms of the JV
Agreement (JVA) are as follows:

 1. JV company - A Namibian registered joint venture company (PHOSCO), to be
    owned 42.5% Bonaparte, 42.5% Union and 15% Tungeni , will be registered
    within 30 days of execution.
 2. Transfer of licenses - Exclusive exploration licenses held by Union in its
    Sandpiper project (EPL3414 , EPL3415) and those held jointly by Bonaparte
    and Tungeni in their Meob Project (EPL3323, EPL4009, EPL4021 and EPL
    applications EPL4010, EPL4059, EPL4060) will be ceded and transferred to
    PHOSCO by due process with the Namibian Ministry of Mines and Energy.
    Bonaparte and Tungeni must jointly contribute a minimum of 4 granted
    exploration licenses to PHOSCO. In the event that two or more of the BON/
    Tungeni licenses under application are not granted then to make up this
    minimum then they will cede additional licenses from their other jointly
    held, granted exclusive prosecting licenses.
 3. Shareholders agreement - a shareholders' agreement , base terms for which
    are agreed in the JVA , will be put in place within 3 months following
    incorporation of PHOSCO to regulate shareholders' rights and obligations as
    well as the management and business activities of PHOSCO.
 4. Bonaparte will assist Union and will fund 50% of all direct costs to
    achieve definition and classification of a JORC compliant Mineral Resource
    in Union's Sandpiper Project licence areas. Bonaparte will be appointed to
    manage this process.
 5. Bonaparte will continue at its sole cost to complete its 2008 sampling
    programme within its Meob Project licence area EPL3323 up to classification
    of a Mineral Resource in accordance with the JORC Code in respect of all or
    part of such area.
 6. Thereafter, exploration and development costs on all licenses in PHOSCO
    will be shared equally between Bonaparte and Union up to bankable
    feasibility study with Tungeni's costs contribution being accrued as a
    loan. Thereafter Tungeni will contribute pro rata to costs with a loan to
    be repaid from first cash flow from PHOSCO.
 7. BON and UCL shall each be entitled to a management fee for input of
    specialist services to PHOSCO, at an agreed schedule of fees and total of
    which shall not exceed 15% of actual operating costs for PHOSCO in any one
 8. Union will pay all the costs and expenses related to the completion of its
    acquisition of the UCL Licenses and disclosed interest of related 3rd
    parties shall be accommodated outside PHOSCO. Bonaparte will pay all costs
    related to application and issue of its licenses in the Meob Project area.
 9. PHOSCO will take over the obligation to pay a royalty, equal to 3% of gross
    revenue (capped at US$10 million) derived from the sale of product mined
    from the Union Licenses.
10. Any party may withdraw from this JVA within 2 years if:
     a. Either Union or Bonaparte/Tungeni are unable to complete and report
        classification of at least an Inferred Mineral Resource of greater than
        50 million tonnes at greater than 10% P2O5 concentration, in accordance
        with the JORC Code in respect of all or part of their respective
        licenses; or
     b. If Renewal of Union's EPL3414,or 3415 and Bonaparte/Tungeni's EPL3323
        is not granted or if all or part of these licenses is not converted to
        a mining licence.
11. This JVA will be conditional on the approval of its terms by the Minister
    responsible for the administration of the Minerals (Prospecting and Mining)
    Act 1992 of Namibia within 12 calendar months following its execution or
    such later date as the Parties may agree in writing.
12. UCL BON and Tungeni agree that they will, at an appropriate time, transfer
    ownership of PHOSCO to a non-Namibian vehicle in order to facilitate
    quotation of PHOSCO's shares upon the official list of a recognised stock
13. The Joint Venture agreement will be governed by the laws of Western
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