CYCLIQ GROUP LTD — Proxy Solicitation & Information Statement 2009

Feb 24, 2009

Modena Resources Limited ACN 119 749 647

Notice of General Meeting

Explanatory Statement

and

Proxy Form

Date of Meeting: 3[rd] April 2009 Time of Meeting: 10.00 am (Perth time) Place of Meeting: The Holiday Inn City Centre, 788 Hay Street, Perth, Western Australia

Modena Resources Limited

ACN 119 749 647

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting (the Meeting ) of members of Modena Resources Limited ( Modena or the Company ) will be held on Friday, 3 April 2009, commencing at 10.00 am (Perth time) at the Holiday Inn City Centre, 788 Hay Street, Perth, Western Australia, for the purpose of transacting the following business.

The enclosed Explanatory Statement accompanies and forms part of this Notice of General Meeting.

AGENDA

SPECIAL BUSINESS

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

1. Appointment of (Herbert) Gavin Solomon as a Director

That, subject to the passage of the Second Resolution and the Third Resolution, (Herbert) Gavin Solomon be appointed a Director of Modena effective as and from the close of the Meeting (“ First Resolution ”).

2. Appointment of Simon Robert Kidston as a Director

That, subject to the passage of the First Resolution and the Third Resolution, Simon Robert Kidston be appointed a Director of Modena effective as and from the close of the Meeting (“ Second Resolution ”).

3. Appointment of Justin Bradley Clyne as a Director

That, subject to the passage of the First Resolution and the Second Resolution, Justin Bradley Clyne be appointed a Director of Modena effective as and from the close of the Meeting (“ Third Resolution ”).

4. Removal of Craig Willis as a Director

That, subject to the passage of the First Resolution, Second Resolution and the Third Resolution, Craig Willis (or any person appointed between the date of this Requisition and the date on which the Meeting is conducted, who replaced Craig Willis as a Director of Modena) be removed as a Director of Modena effective as and from the close of the Meeting (“ Fourth Resolution ”).

5. Removal of Wayne Bellman as a Director

That, subject to the passage of the First Resolution, Second Resolution and the Third Resolution, Wayne Bellman (or any person appointed between the date of this Requisition and the date on which the Meeting is conducted, who replaced Wayne Bellman as a Director of Modena) be removed as a Director of Modena effective as and from the close of the Meeting (“ Fifth Resolution ”).

6.

Removal of Directors

That, subject to the passage of the First Resolution, Second Resolution and the Third Resolution, any person not mentioned in this Requisition who is appointed as a Director of Modena, between the date of this Requisition and the date on which the Meeting is conducted, be removed as a Director of Modena effective as and from the close of the Meeting (“ Sixth Resolution ”).

Modena Resources Limited

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For the purposes of determining voting entitlements at the Meeting, the Company determines that members who are registered as holding fully paid ordinary shares in the capital of the Company at 10.00am (Perth time) on 1 April 2009 will be entitled to attend and vote at the Meeting.

Proxy and Voting Entitlement Instructions are included on the Proxy Form accompanying this Notice of General Meeting.

BY ORDER OF THE BOARD

Craig Willis Director

25 February 2009

Modena Resources Limited

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EXPLANATORY STATEMENT

1. Introduction

This Explanatory Statement has been prepared for the information of members of Modena Resources Limited (“ Modena ” or the “ Company ”) in connection with the business to be conducted at the general meeting of members to be held at the Holiday Inn City Centre, 788 Hay Street, Perth, Western Australia on Friday, 3 April 2009 at 10.00am (Perth time).

This Explanatory Statement forms part of and should be read in conjunction with the accompanying Notice of General Meeting.

2. Appointment / Removal of Directors (Resolutions 1 to 6)

On 4 February 2009, Modena received requisitions to convene a general meeting of the Company pursuant to section 249D of the Corporations Act 2001 (“ the Act ”) from 19 shareholders, being shareholders with at least 5% of the votes that may be cast at a general meeting of the Company.

On 11 February 2009, Modena received a second set of requisitions to convene a general meeting of the Company pursuant to section 249D of the Act from 7 shareholders, also being shareholders with at least 5% of the votes that may be cast at a general meeting of the Company.

The 7 shareholders who gave the second set of requisitions also gave some of the first set of requisitions received on 4 February 2009, and gave the second set of requisitions on the basis the first set are withdrawn. The Company considers that the first set of requisitions cannot be withdrawn. Accordingly, the resolutions contained in the Notice of General Meeting contain all of the valid resolutions from both the first and second requisitions as at the date of the Notice.

In accordance with section 249D of the Act:

• (i) the Board of Directors of Modena must call the Meeting within 21 days after the first requisitions were given to Modena; and

• (ii) the Meeting must be held not later than 2 months after the requisitions were given to Modena.

As a consequence of the requisitions received on 4 and 11 February 2009, the resolutions to be proposed and voted upon by all eligible shareholders at the Meeting are as outlined in the Notice of General Meeting.

Shareholders should note that as at the date of the Notice of General Meeting, no profiles of or notices of consent from the proposed nominee directors have been received, nor have the shareholders making the request exercised their right under the Act to provide shareholders with statements in relation to the proposed business the subject of the Notice of General Meeting. Notices of consent from the proposed nominee directors are required to be provided to the Company within five business days of the date of the Notice of General Meeting.

Modena Resources Limited

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PROXY FORM

The Secretary Modena Resources Limited Suite B, 150 Hay Street Subiaco WA 6008

I/We (full name)

---

of_________________

being a member(s) of Modena Resources Limited, hereby appoint as my/our proxy

---

of_________________

or, failing him/her the Chairperson of the Meeting to attend and vote for me/us at the general meeting of the Company to be held at 10.00am (Perth time) on Friday, 3 April 2009 and at any adjournment thereof in respect of ____% of my/our shares or, failing any number being specified, ALL of my/our shares in the Company.

RESOLUTIONS

FOR AGAINST ABSTAIN 1 Appointment of (Herbert) Gavin Solomon as a Director    2 Appointment of Simon Robert Kidston as a Director    3 Appointment of Justin Bradley Clyne as a Director    4 Removal of Craig Willis as a Director    5 Removal of Wayne Bellman as a Director    6 Removal of Directors   

If the member is an individual or joint holder:

_____ ________ Usual Signature Usual Signature Dated this day of 2009.

If the member is a company:

Signed in accordance with the constitution of the company in the presence of:

___ ___ _______ Director/Sole Director Director/Secretary Sole Director and Sole Secretary Dated this day of 2009.

Modena Resources Limited

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NOTES

1. A member entitled to attend and vote is entitled to appoint not more than two proxies.

2. Where more than one proxy is appointed and that appointment does not specify the proportion or number of the member’s votes, each proxy may exercise half of the votes.

3. A proxy need not be a member of the Company.

4. A proxy is not entitled to vote unless the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed is either deposited at the registered office of the Company (Suite B, 150 Hay Street, Subiaco, Western Australia, 6008) or sent by facsimile to that office on Fax: 08 9388 8450 to be received not less than 48 hours prior to the time of the meeting.

5. If the member is a company it must execute under its common seal or otherwise in accordance with its constitution.

6. In the case of joint shareholders, this proxy must be signed by all of the joint shareholders, personally or by a duly authorised attorney.

7. If the proxy form specifies a way in which the proxy is to vote on any of the resolutions, then the following applies:

8. (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and

9. (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

10. (c) if the proxy is the Chairperson, the proxy must vote on a poll and must vote that way; and

11. (d) if the proxy is not the Chairperson, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.

If a proxy is also a shareholder, the proxy can cast any votes the proxy holds as a shareholder in any way that the proxy sees fit.

1. The Chairperson intends to vote all undirected proxies against all resolutions.

Modena Resources Limited

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