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Monday 05 January, 2009

Union Resources LTD

New issue announcement


                                               Rule 2.7, 3.10.3, 3.10.4, 3.10.5

                            Union Resources Limited                            

                                  Appendix 3B                                  

                            New issue announcement,                            

              application for quotation of additional securities               

                                 and agreement                                 

Information or documents not available now must be given to ASX as soon as
available. Information and documents given to ASX become ASX's property and may
be made public.

Introduced 1/7/96 Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/200, 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 2,808,357                             
    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 consideration   Issued for a non-cash consideration at 
                                   a notional issue price of $0.011 (1.1  
                                   cents) per share. Issued in lieu of    
                                   Directors' fees totalling AUD$19,805   
                                   and Managing Director's salary of      
                                   USD$8,611.                             
                                                                          
6   Purpose of the issue            1. 1,723,273 shares issued to         
                                       non-executive directors in lieu of 
    (If issued as consideration        directors' fees for the month of   
    for the acquisition of assets,     December, 2008;                    
    clearly identify those assets)                                        
                                    2. 1,085,084 shares issued to Managing
                                       Director in lieu of part of salary 
                                       for the month of December, 2008.   
                                                                          
7   Dates of entering +securities  19 December 2008                       
    into uncertificated holdings                                          
    or despatch of certificates                                           
                                                                          
                                   Number              +Class             
                                                                          
8   Number and +class of all       915,892,240         Ordinary shares    
    +securities quoted on ASX                          (UCL)              
    (including the securities in                               
    clause 2 if applicable)        246,040,340         Options to acquire 
                                                       ordinary shares,   
                                                       exercisable at     
                                                       $0.0982 each on or 
                                                       before 31/03/09    
                                                       (UCLOA)            
                                                                          
                                   264,428,911         Options to acquire 
                                                       ordinary shares,   
                                                       exercisable at     
                                                       $0.10 each on or   
                                                       before 31/03/09    
                                                       (UCLOB)            
                                                                          

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  N/A                                       
    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.

Enquires to:

Australia: Union Resources Limited

Dr Frank Reid - Managing Director
 +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