CYCLIQ GROUP LTD — AGM Information 2010

Oct 28, 2010

MODENA RESOURCES LIMITED ACN 119 749 647

NOTICE OF ANNUAL GENERAL MEETING

TIME : 3:00 pm (WST) DATE : 29 November 2010 PLACE : Esplanade River Suite Hotel 112 Melville Parade Como, Western Australia

An electronic copy of the Modena Resources Limited 2010 Annual Report can be found at www.modenaresources.com.au.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 6468 0388.

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions) 3 Explanatory Statement (explaining the proposed resolutions) 6 Proxy Form 13

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The annual general meeting of the Shareholders to which this Notice of Meeting relates will be held at 3:00 pm (WST) on 29 November 2010 at:

Esplanade River Suite Hotel 112 Melville Parade Como, Western Australia

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Modena Resources Limited, Unit 6, 34 York Street, North Perth, WA 6006; or

• (b) facsimile to the Company on facsimile number (+61 8) 9228 0704; or

so that it is received not later than 3:00 pm (WST) on 27 November 2010.

Proxy Forms received later than this time will be invalid.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders will be held at 3:00 pm (WST) on 29 November 2010 at Esplanade River Suite Hotel, 112 Melville Parade, Como, Western Australia.

The Explanatory Statement provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 5.00pm (Perth time) on 27 November 2010.

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

Reports and Accounts

To receive and consider the financial statements of the Company for the year ended 30 June 2010 together with the declaration of the directors, the directors’ report, the remuneration report and auditor’s report.

1. RESOLUTION 1 – ADOPTION OF THE REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, approval is given to the adoption of the Remuneration Report as contained in the Company’s annual financial report for the year ended 30 June 2010.”

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR ANTHONY HAMILTON

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of clause 11.12 of the Constitution and for all other purposes, Mr Anthony Hamilton, a director of the Company who was appointed on 2 November 2009, retires, and being eligible, is re-elected as a Director of the Company.”

3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR ANTHONIE IZELAAR

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of clause 11.12 of the Constitution and for all other purposes, Mr Anthonie Izelaar, a director of the Company who was appointed on 13 April 2010, retires, and being eligible, is re-elected as a Director of the Company.”

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4. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – MR JAMES ROW

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of clause 11.12 of the Constitution and for all other purposes, Mr James Row, a director of the Company who was appointed on 26 March 2010, retires, and being eligible, is re-elected as a Director of the Company.”

5. RESOLUTION 5 – RE-ELECTION OF DIRECTOR – MR CRAIG WILLIS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of clause 11.3 of the Constitution and for all other purposes, Mr Craig Willis, a director, retires by rotation and, being eligible, is re-elected as a Director.”

6. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 105,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a 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.

7. RESOLUTION 7 – PLACEMENT OF ATTACHING OPTIONS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given to allot and issue up to 52,500,000 Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a 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.

8. RESOLUTION 8 – APPROVAL FOR FUTURE ISSUE OF SECURITIES

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purpose of Listing Rule 7.1 of the ASX Listing Rules and for all other purposes, approval is given to the Directors to allot and issue up to

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100,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this resolution by any persons who may participate in the proposed issue and any other person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a 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.

DATED: 18 OCTOBER 2010

BY ORDER OF THE BOARD

JAY STEPHENSON COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 3:00 pm (WST) on 29 November 2010 at Esplanade River Suite Hotel, 112 Melville Parade, Como, Western Australia

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Company’s Constitution, the business of the meeting will include receipt and consideration of the Company’s Financial Report and reports of directors and auditors for the year ended 30 June 2010, together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report on its website at www.modenaresources.com.au.

2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

The Remuneration Report is set out in the Directors’ Report in the Company’s 2010 Annual Report. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting.

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders.

However, Shareholders should note that the vote on this resolution is advisory only and does not bind the Directors or the Company.

3. RESOLUTIONS 2 TO 4 – RE-ELECTION OF DIRECTORS

Clause 11.11 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election.

Messrs Anthony Hamilton, Tony Izelaar and James Row retire in accordance with clause 11.12 of the Constitution and, being eligible, seek re-election.

4. RESOLUTION 5 – RE-ELECTION OF DIRECTOR – MR CRAIG WILLIS

Clause 11.3 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their

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number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

A Director who retires by rotation under clause 11.3 of the Constitution is eligible for re-election.

The Company currently has 1 Director (excluding those referred to in Resolutions 1-3) and accordingly 1 must retire.

Mr Craig Willis, the Director longest in office since his last election, retires by rotation and seeks re-election.

5. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF SHARES

5.1 General

On 25 May 2010, the Company issued 110,375,000 ordinary fully paid Shares at an issue price of $0.04 per Share together with 55,187,500 free attaching options exercisable at $0.06 each on or before 31 December 2013 to raise $4,415,000 to sophisticated and exempt investors pursuant to section 708 of the Corporation Act.

The subscribers pursuant to this issue were not related parties of the Company.

The Placement of 5,375,000 of the 110,375,000 Shares and 2,687,500 of the 55,187,500 Options were made as part of the shareholder approval received on 19 March 2010.

Resolution 6 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of 105,000,000 Shares.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

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5.2 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Shares and Options:

• (a) 105,000,000 Shares were allotted;

• (b) the issue price was $0.04 per Share;

• (c) the Shares issued:

• (i) have free attaching Options on a 1 for 2 basis (the issue of such options being subject to the passage of Resolution 7);

• (ii) were all fully paid ordinary shares in the capital of the Company; and

• (iii) with the exception of the free attaching Options, were otherwise issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares were allotted and issued to sophisticated and exempt investors pursuant to section 708 of the Corporation Act; and

• (e) funds raised from the issue were used as the cash consideration component for the Blackgate Acquisition and Debt Acquisition and to provide working capital and funding for new projects.

6. RESOLUTION 7 – PLACEMENT OF ATTACHING OPTIONS

6.1 General

Resolution 7 seeks Shareholder approval for the allotment and issue of 52,500,000 Options to sophisticated and exempt investors ( Option Placement ). The 52,500,000 Options are free Options which attach to the 105,000,000 Shares which were previously issued to sophisticated and exempt investors on 25 May 2010.

The Company intends to apply for quotation of the Options on ASX.

The subscribers pursuant to this issue will not be related parties of the Company.

A summary of ASX Listing Rule 7.1 is set out in Section 5.1 above.

The effect of Resolution 7 will be to allow the Directors to issue the Options to the sophisticated and exempt investors to the Option Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

6.2 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Option Placement:

• (a) the maximum number of Options to be issued is 52,500,000;

• (b) the Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver

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or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the Options are free Options attaching to the Shares issued to sophisticated and exempt investors on 25 May 2010 and therefore the will be issued for nil consideration;

• (d) the Options will be allotted and issued to sophisticated and exempt investors;

• (e) the Options will be issued on the terms and conditions set out in Schedule 1; and

• (f) no funds will be raised from the Option Placement.

7. RESOLUTION 8 – APPROVAL OF FUTURE ISSUE OF SECURITIES

7.1 Background

ASX Listing Rule 7.1 provides that a company must not issue more than 15% of its issued capital in any 12 month period without first obtaining the approval of its shareholders.

To provide the Company with the flexibility to make future issues of securities during the next 12 months, Resolution 8 seeks such shareholder approval to the issue of up to a maximum of 100,000,000 fully paid ordinary shares being 15% of the issued capital of the Company.

A summary of ASX Listing Rule 7.1 is set out above at Section 5.1.

None of the subscribers pursuant to this issue will be related parties of the Company.

7.2 Technical Information Required by ASX Listing Rule 7.3

In compliance with the information requirements of the ASX Listing Rule 7.3:

• (a) the maximum number of Shares to be issued is 100,000,000;

• (b) the shares will be issued at a price of at least 80% of the average market price of the Company’s shares as traded on ASX over the 5 day period preceding the date of issue of the shares or, if the shares are offered pursuant to a prospectus, at least 80% of the average market price of the Company’s shares as traded on the ASX over the 5 day period preceding the date of issue of the prospectus;

• (c) the Shares will be issued no later than 3 months after the date of the Meeting or such later date as may be permitted by any ASX waiver or modification of the Listing Rules;

• (d) the Shares, when issued, will rank equally with the Company’s existing shares.

• (e) all Shares the subject of this resolution will be allotted progressively;

• (f) the Directors will determine to whom the Shares will be issued but these persons will not be related parties of the Company;

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• (g) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (h) the funds raised from this issue will be used for further expansion of its projects and working capital.

8. ENQUIRIES

Shareholders may contact the Company Secretary, Mr Jay Stephenson, on (+ 61 8) 6468 0388 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ means Australian dollars.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means Modena Resourced Limited (ACN 119 749 647).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share with the terms and conditions set out in Schedule 1.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

• (a) Each Option gives the Optionholder the right to subscribe for one Share. To obtain the right given by each Option, the Optionholder must exercise the Options in accordance with the terms and conditions of the Options.

• (b) The Options will expire at 5.00pm (WST) on 31 December 2013 ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (c) The amount payable upon exercise of each Option will be $0.06 ( Exercise Price )

• (d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

• (e) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:

• (i) a written notice of exercise of Options specifying the number of Options being exercised; and

• (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

( Exercise Notice ).

• (f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

• (h) The Options are transferable.

• (i) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.

• (j) The Company will not apply for quotation of the Options on ASX. However, The Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.

• (k) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• (l) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

• (m) An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

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PROXY FORM

APPOINTMENT OF PROXY MODENA RESOURCES LIMITED ACN 119 749 647

ANNUAL GENERAL MEETING

I/We of being a member of Modena Resources Limited entitled to attend and vote at the Annual General Meeting, hereby Appoint Name of proxy OR the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the Annual General Meeting to be held at 3:00 pm (WST), on 29 November 2010 at Esplanade River Suite Hotel, 112 Melville Parade, Como, Western Australia, and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions.

If the Chair of the Annual General 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 Resolutions 1 to 8 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the Annual General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 1 to 8 and that votes cast by the Chair of the Annual General Meeting for Resolutions 1 to 8 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 Chair will not cast your votes on Resolutions 1 to 8 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 to 8.

OR

Voting on Business of the Annual General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Adoption of Remuneration Report Resolution 2 – Re-election of Director – Anthony Hamilton Resolution 3 – Re-election of Director – Tony Izelaar Resolution 4 – Re-election of Director – James Row Resolution 5 – Re-election of Director – Craig Willis Resolution 6 – Ratification of Prior Issue of Shares Resolution 7 – Placement of Attaching Options Resolution 8 – Approval for Future Issue of Securities

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is

%

Signature of Member(s): Date: ____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary

Contact Name: _____ Contact Ph (daytime): _________

MODENA RESOURCES LIMITED ACN 119 749 647

Instructions for Completing ‘Appointment of Proxy’ Form

1.

( Appointing a Proxy ): A member entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

( Signing Instructions ):

• ( Individual ): Where the holding is in one name, the member must sign.

• ( Joint Holding ): Where the holding is in more than one name, all of the members should sign.

• ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

• ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Annual General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the Annual General Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Modena Resources Limited, Unit 6, 34 York Street, North Perth, WA 6006; or

• (a) facsimile to the Company on facsimile number +61 8 9228 0704; or

• (b) email to the Company at info@modenaresources.com.au;

so that it is received not later than 3:00pm (WST) on 27 November 2010.

Proxy forms received later than this time will be invalid.