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Union Resources LTD (URL)

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Tuesday 09 December, 2008

Union Resources LTD

Issue of Shares to Directors


                            Union Resources Limited                            

             Issue of Shares to Directors in Lieu of Fees, Salary              

In accordance with shareholder approval received at the Company's recent annual
general meeting the Company has issued a total of 3,504,002 shares in the
Company (at a notional issue price of 1.1 cents per share) to the Company's
non-executive directors in lieu of directors' fees of A$38,332 for the months
of October and November 2008, and 2,206,338 shares (also at a notional issue
price of 1.1 cents per share) to Managing Director Dr Frank Reid in lieu of
US$16,667 of his salary for the months of October and November 2008.

The issue of shares to Directors in lieu of fees/salary assists the company to
conserve cash whilst also giving the Directors a greater stake in the future
success of the Company.

Also in accordance with shareholder approval received at the annual general
meeting, further shares will be issued to the same Directors at a later date in
lieu of non-executive directors' fees of A$19,166 for the month of December,
2008 and US$8,333 of Managing Director Dr Frank Reid's salary for December
2008.

James Collins-Taylor

Chairman

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

                                  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, 1/7/200, 30/9/
2001, 11/3/2002, 1/1/2003, 24/10/2005..

Name of entity                                                              
                                                                            
Union Resources Limited                                                     

ABN                            
                               
40 002 118 872                 

We (the entity) give ASX the following information.

                              Part 1 - All issues                              

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

1   +Class of +securities issued or   Ordinary shares                         
    to be issued                                                              
                                                                              
2   Number of +securities issued or   5,710,340                               
    to be issued (if known) or                                                
    maximum number which may be                                               
    issued                                                                    
                                                                              
3   Principal terms of the            Fully paid ordinary shares              
    +securities (eg, if options,                                              
    exercise price and expiry date;                                           
    if partly paid +securities, the                                           
    amount outstanding and due dates                                          
    for payment; if +convertible                                              
    securities, the conversion price                                          
    and dates for conversion)                                                 
                                                                              
4   Do the +securities rank     Yes.                                          
    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                                                   
                                                                              
5   Issue price or              Issued for a non-cash consideration at a      
    consideration               notional issue price of $0.011 (1.1 cents) per
                                share. Issued in lieu of Directors' fees      
                                totalling AUD$57,500 and Managing Director's  
                                salary of USD$25,000.                         
                                                                              
6   Purpose of the issue         1. 3,504,002 shares issued to non-executive  
                                    directors in lieu of directors' fees for  
    (If issued as consideration     the months of October & November, 2008;   
    for the acquisition of                                                    
    assets, clearly identify     2. 2,206,338 shares issued to Managing       
    those assets)                   Director in lieu of part of salary for the
                                    months of October & November, 2008.       
                                                                              
7   Dates of entering           9 December 2008                               
    +securities into                                                          
    uncertificated holdings or                                                
    despatch of certificates                                                  
                                                                              
                                Number            +Class                      
                                                                              
8   Number and +class of all    913,083,883       Ordinary shares (UCL)       
    +securities quoted on ASX                                                 
    (including the securities   246,040,340       Options to acquire ordinary 
    in clause 2 if applicable)                    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)                     
                                                                              
9   Number and +class of all          90,000,000           Options to acquire 
    +securities not quoted on ASX                          ordinary shares,   
    (including the securities in                           exercisable at     
    clause 2 if applicable)                                $0.075 each on or  
                                                           before 31/03/09    
                                                                              
                                      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    
                                                                              
                                      3,000,000            Employee Share     
                                                           Option Plan options
                                                                              
                                                           exercisable at     
                                                           $0.02 each (subject
                                                           to certain vesting 
                                                           conditions) on or  
                                                           before 01/04/09    
                                                                              
10  Dividend policy (in the case of a N/A                                     
    trust, distribution policy) on                                            
    the increased capital (interests)                                         
                                                                              

                    Part 2 - Bonus issue or pro rata issue                     

11  Is security holder approval                                                
    required?                                                                  
                                                                               
12  Is the issue renounceable or                                               
    non-renounceable?                                                          
                                                                               
13  Ratio in which the +securities will                                        
    be offered                                                                 
                                                                               
14  +Class of +securities to which the                                         
    offer relates                                                              

15   +Record date to determine                                                
     entitlements                                                             
                                                                              
16   Will holdings on different                                               
     registers (or subregisters) be                                           
     aggregated for calculating                                               
     entitlements?                                                            
                                                                              
17   Policy for deciding entitlements in                                      
     relation to fractions                                                    
                                                                              
18  Names of countries in which the                                           
    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                                               
    acceptances or renunciations                                              
                                                                              
20  Names of any underwriters                                                 
                                                                              
21  Amount of any underwriting fee or                                         
    commission                                                                
                                                                              
22  Names of any brokers to the issue                                         
                                                                              
23  Fee or commission payable to the                                          
    broker to the issue                                                       
                                                                              
24  Amount of any handling fee payable                                        
    to brokers who lodge acceptances                                          
    or renunciations on behalf of                                             
    +security holders                                                         
                                                                              
25  If the issue is contingent on                                             
    +security holders' approval, the                                          
    date of the meeting                                                       
                                                                              
26  Date entitlement and acceptance                                           
    form and prospectus or Product                                            
    Disclosure Statement will be sent                                         
    to persons entitled                                                       
                                                                              
27  If the entity has issued options,                                         
    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 begin (if                                        
    applicable)                                                               
                                                                              
29  Date rights trading will end (if                                          
    applicable)                                                               
                                                                              
30  How do +security holders sell                                             
    their entitlements in full through                                        
    a broker?                                                                 
                                                                              
31  How do +security holders sell part                                        
    of their entitlements through a                                           
    broker and accept for the balance?                                        
                                                                              
32  How do +security holders dispose                                          
    of their entitlements (except by                                          
    sale through a broker)?                                                   
                                                                              
33   +Despatch date                                                           
                                                                              

                       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)         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                            

                      Entities that have ticked box 34(a)                      

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents                

35          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            

                      Entities that have ticked box 34(a)                      

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         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)

                      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.