EQ RESOURCES LIMITED — AGM Information 2008

Oct 15, 2008

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NOTICE OF 2008 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2008 Annual General Meeting of the members of Icon Resources Ltd (the “Company”) will be held at Room 2, Level 1, the Hilton Hotel, 488 George Street Sydney, NSW on Thursday, 20 November 2008 commencing at 4:15pm.

ORDINARY BUSINESS

1. To receive the accounts

To receive the Reports of the Directors and Auditors, and the Financial Report for the year ended 30 June 2008.

2. To elect a Director

Mr S Bartrop retires as a Director pursuant to the Company's Constitution and, being eligible, offers himself for re-election.

3. Adoption of Remuneration Report

To adopt the Remuneration Report for the financial year ended 30 June 2008.

SPECIAL BUSINESS

4. Ratification of Previous Share Issue

• To consider and, if thought fit, to pass the following resolution:

That for the purposes of Listing Rule 7.4 of the Australian Securities Exchange (ASX), and for all other purposes, approves the issue by the Company of 3,500,000 fully paid ordinary shares in the capital of the Company as announced on 11 September 2008 to Mt Carbine Quarries Pty Ltd as consideration for Icon’s sub-leasing arrangement to mine the Mt Carbine tungsten project, as referred to in the Explanatory Notes, is hereby approved.

5. Approve Issue of Shares to a Director Subject to shareholder approval, as a Non-executive Chairman of the Company, Dr Andrew White will receive Director's Fees of $30,000 for services for a period of 12 months, payable in 150,000 shares in the Company, the number of shares received determined by the value of the shares as set out in the attached Explanatory Notes.

6. Approve Issue of Shares to a Director

Subject to shareholder approval, as a Non-executive Director of the Company, Mr Stephen Bartrop will receive Director's Fees of $10,000 for services for a period of 12 months, payable in 50,000 shares in the Company, the number of shares received determined by the value of the shares as set out in the attached Explanatory Notes.

Icon Resources Ltd ABN 77 115 009 106

Principal Office :

Registered Office : Suite 404, 25 Lime Street, Sydney NSW 2000 PO Box H116, Australia Square NSW 1215 T: +61 2 9279 1252 F: +61 2 9279 2727

38 George Street, North Hobart TAS 7000 PO Box 2001, North Hobart TAS 7002 T: +61 3 6231 3948 F: +61 3 6234 3472

7. Issue of Options to a Director

• THAT pursuant to ASX Listing Rule 10.14 and for all other purposes, the Company approves the issue of a maximum of 500,000 options to the Managing Director Dr John Bishop on the terms summarised in the Explanatory Notes accompanying this notice of meeting at which this resolution is passed, and subject to the exercise of those options and payment of the Exercise Price, the issue of that number of fully paid ordinary shares of the Company to that Director.

8. To transact any other business brought forward in accordance with the Company's Constitution.

Further information in relation to these resolutions is set out in the attached Explanatory Notes.

Voting Exclusion Statements

In respect of Resolution 4 the Company will disregard any votes cast on this resolution by the person, and associates of that person, being the persons as detailed in the Explanatory Notes who participated in the issue.

In respect of Resolutions 5 and 6 the Company will disregard any votes cast on the resolutions (Issue of shares to Directors in payment for Directors' Fees) by any Director and by an associate of any Director as provided for in Australian Securities Exchange Listing Rules 10.11 and 14.11.

In respect of Resolution 7 the Company will disregard any votes cast on this resolution by any Director of the Company and any associate of such Directors.

However the Company need not disregard any vote by any such persons on resolutions 4, 5, 6 and 7 if:

• it is cast by any of them as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or

• it is cast by any of them who is 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.

PROXIES

To be effective, proxy forms must be received by the Company at its registered office at least 48 hours before the time for holding the meeting.

Hand Delivery: By Mail: By Facsimile: Suite 404, 25 Lime Street PO Box 324 (02) 9279 2727 Sydney NSW 2000 Crows Nest NSW 1585

A member entitled to attend and vote is entitled to appoint not more than two persons as his/her proxy to attend and vote instead of the member. A proxy need not be a member of the Company. If more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member’s voting rights. Unless under Power of Attorney (which should have been noted by the Company) a proxy form by a corporation should be executed under its common seal or in accordance with the Corporations Act.

Dated at Sydney this 15[th] day of October 2008.

BY ORDER OF THE BOARD

Robert J Waring Company Secretary

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EXPLANATORY NOTES

These explanatory notes set out information in connection with the business to be considered at the Icon Resources Ltd 2008 Annual General Meeting.

ORDINARY BUSINESS

The following items of ordinary business will be considered at the meeting.

Resolution 1

Financial Report

This item of business relates to the receipt and adoption of the Company's Financial Report for the year ended 30 June 2008.

Resolution 2

Election of Director – S B Bartrop

Under the Company's Constitution, Mr Stephen B Bartrop retires by rotation and, being eligible, wishes to stand for re-election.

Mr Bartrop is a geologist and has been a director since 28 June 2005. Steve is a principal of Stock Resource, Managing Director of LimeStreet Capital and a director of ASX listed KUTh Energy Limited and has been a top rated resource analyst working for Macquarie Bank, Bankers Trust, Ord Minnett and J P Morgan. Prior to entering the financial markets, Steve worked with Ashton Mining for five years and then for MIM for a similar period. Steve is currently completing a PhD in mineral economics at Curtin University of Technology.

Resolution 3

Adoption of Remuneration Report

The Corporations Act requires that a resolution be put to the members to adopt the remuneration report as disclosed in the Directors’ Report. The vote on this resolution is advisory only and nonbinding. The resolution gives the members the opportunity to ask questions or make comments concerning the remuneration report during the meeting.

SPECIAL BUSINESS

Resolution 4

Ratification of Previous Share Issue

ASX Listing Rule 7.1 allows the Company to issue a maximum of 15% of its expanded capital in any 12 month period without requiring shareholder approval. ASX Listing Rule 7.4 allows the Company to seek the approval of shareholders for issues made under Listing Rule 7.1.

The Company previously issued 3,500,000 fully paid ordinary shares in the capital of the Company as announced on 11 September and 15 October 2008 to Mt Carbine Quarries Pty Ltd as consideration for Icon’s sub-leasing arrangement to mine the Mt Carbine tungsten project. The issue was not in breach of Listing Rule 7.1 and has not previously been approved by the shareholders of the Company. Resolution 4 calls for shareholder approval and ratification of this issue.

The shares issued rank equally in all respects with all existing ordinary shares previously issued by the Company.

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Resolutions 5 and 6

Resolutions 5 and 6 are to consider the issue of shares to Directors as payment for Directors' Fees. The Icon Board has resolved that Non-executive Directors' Fees for the year ended 30 June 2009 will be payable through the issue of Icon fully paid ordinary shares. Accordingly, subject to shareholder approval, Dr Andrew White, as Non-executive Chairman of the Company, will receive a fee of $30,000, payable in shares in the Company and Mr Stephen Bartrop, as Nonexecutive Director of the Company, will receive a fee of $10,000 payable in shares in the Company at a share price of 20 cents per share.

The share price at the date of this notice is 8 cents, and this compares to a share price high of 19 cents and a low of 8 cents in the month leading up to this Notice. The Directors' Fees cover the period from 1 July 2008 to 30 June 2009 and amount to $30,000 in the case of Dr White and $10,000 in the case of Mr Bartrop. A proportion of the shares, being those in respect of Fees for the March 2009 and June 2009 quarters will be held in escrow until the Directors' Fees are earned i.e. until the months of March 2009 and June 2009. The Shares will be issued to both Directors within one month of the meeting, i.e. prior to 20 December 2008 and no funds will be received from the issue of these shares.

Approve Issue of Shares to a Director – Andrew White

Subject to shareholder approval, as a Non-executive Chairman of the Company, Dr Andrew White will receive Director's Fees of $30,000 for a period of 12 months, payable as a maximum of 150,000 fully paid ordinary shares in the Company, the number of shares received determined using a share price of $0.20 as set out above.

Approve Issue of Shares to a Director – Stephen Bartrop

Subject to shareholder approval, as a Non-executive Director of the Company, Mr Stephen Bartrop will receive Director's Fees of $10,000 for a period of 12 months, payable as a maximum of 50,000 fully paid ordinary shares in the Company, the number of shares received determined using a share price of $0.20 as set out above.

Resolution 7

Approve the Issue of Options to a Director

The Company proposes the grant of a maximum of 500,000 options to Managing Director Dr John Bishop, and subject to the exercise of those options and payment of the Exercise Price, the issue of that number of fully paid ordinary shares of the Company to that Director. It is proposed that the options will be issued to Dr Bishop for no cash consideration. These options are to be issued under the Company's Employee Share Option Plan (ESOP) and may be exercised (and shares will be issued) at a price of 35 cents. The options will expire if not exercised by 30 November 2013. In early December 2008 the Directors also propose to offer a total of approximately 1,000,000 options, on the same terms as those proposed to be issued to Dr Bishop, to other eligible persons (excluding Directors or their associates) under the Company’s ESOP.

The proposed issue of options to Dr Bishop and to other eligible persons will be the second issue under the Company’s ESOP, the terms of which were approved by shareholders in early 2006 and summarised in the Company’s IPO Prospectus dated 21 April 2006. The last approval of shareholders was sought and obtained at the 29 November 2007 Annual General Meeting for the proposed issue of 500,000 options to Dr Bishop. These options were issued pursuant to the Icon ESOP for no consideration, have an exercise price of 45 cents and an expiry date of 30 November 2012 and were issued in December 2007. In January 2008 the Directors also issued a total of 760,870 options, on the same terms as those issued to Dr Bishop, to other eligible persons (excluding Directors or their associates) and 400,000 options to its Exploration Manager (not a Director) with an exercise price of 30 cents and an expiry date of 30 November 2012, all under the Company’s ESOP.

ASX Listing Rule 10.11 excludes a related party, such as Dr Bishop or his associates, from acquiring securities in Icon except in certain circumstances. One of these circumstances is where

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shareholders approve the proposed issue. ASX Listing Rule 10.13 sets out the notice requirements which apply in order for shareholders to validate such an approval.

Shareholders are hereby advised of the following details concerning the proposed issue of options to Dr Bishop for which your approval is sought. In accordance with Listing Rule 10.14 the Company advises:

1. All of the Directors, being Andrew White, John Bishop and Stephen Bartrop are eligible to participate in the ESOP, subject to shareholder approval of any issue. However, options are proposed to be issued only to Dr Bishop and the date by which the Company intends to issue the options will be not more than one month after the date of the meeting, although under ASX Listing Rule 10.15.7 they must be issued no later than 12 months after the meeting (20 November 2009).

2. The maximum number of options that may be issued to Dr Bishop is 500,000 with an exercise price of 35 cents and an expiry date of 30 November 2013. The Company will not apply for quotation of these options on ASX. Funds raised on the exercise of options will be used to increase working capital.

3. No loans have been made or will be made by the Company to Dr Bishop or to any associated person in relation to the issue of the proposed options or the exercise of them.

All of the Directors (other than John Bishop) recommend to members that they support the resolution as they consider the grant of these options is an appropriate way to give an incentive to Dr Bishop in carrying out his role as Managing Director to build the business of the Company. The Board and Remuneration Committee have considered the appropriate number of options to award Dr Bishop and consider that it is in the best interests of the Company to reward Dr Bishop for the successful performance of the Company. The Directors (other than John Bishop) do not have any interest in the outcome of the resolution.

John Bishop does not make any recommendation to members on the resolution because of his personal interest in the subject matter of this resolution.

Using the Binomial Option Pricing Model and a valuation date of 7 October 2008, when the share price was 13 cents, the 500,000 options have a value of approximately 8.51 cents each. Accordingly the total value of options proposed to be granted to Dr Bishop is $42,550. The assumptions used in the calculation are the risk free rate of 5.69%, based on the Australian Government Bond Rate, the exercise price of 35 cents compared to the share price of 13 cents on the valuation date, an expiry date of 30 November 2013 and a volatility of 103.09% factoring the historical share price volatility.

It is noted that Dr Bishop currently has 3,673,865 shares in the Company and has 1,125,000 options in the Company. The dilutionary effect of the issue of the additional 500,000 options proposed to be issued to Dr Bishop will be very small at 0.85% of the expanded shares and options on issue. Currently there are 52,418,311 ordinary shares on issue. At the date of this notice there are 5,823,424 options on issue with exercise prices between 30 and 45 cents, which expire in the period 30 June 2009 and 30 November 2012.

In accordance with the Corporations Act and the Company’s Constitution, in order for the resolution to be effective it must be passed as an ordinary resolution. This means that the resolution must be passed by shareholders who are the registered holders of more than 50% of the Shares and who attend the meeting (either in person or by proxy) and are entitled to vote on the resolution.

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FORM OF PROXY

DELIVERY OF PROXIES : By hand: Suite 404, 25 Lime Street, Sydney NSW 2000 By facsimile: (02) 9279 2727 By mail: PO Box 324, Crows Nest, NSW 1585

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Icon Resources Ltd ABN: 77 115 009 106 Suite 404, 25 Lime Street Sydney NSW 2000 Telephone: +61 2 9279 1252 Facsimile: +61 2 9279 2727

I/We

(Full name in block letters)

of

(Address)

being a member of Icon Resources Ltd hereby appoint:

Name

Address

or failing that person:

Name

Address

or failing that person, the Chairman of the meeting as my/our proxy/proxies to vote for me/us and on my/our behalf at the Annual General Meeting of this Company to be held in the Room 2, Level 1, the Hilton Hotel, 488 George Street Sydney on Thursday, 20 November 2008 commencing at 4:15pm and at any adjournment thereof.

If you do not wish at all to direct your proxy how to vote, please place a mark in this box .

By marking this box, you acknowledge that, if the Chairman is your proxy, the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him 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 Chairman will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

If the Chairman of the meeting is voting as your proxy, he intends to vote any undirected proxies held on the item of business in favour of the resolution on that item of business.

Signature of shareholder (companies to execute under seal or director’s signature if applicable)

day of

2008

Dated this

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If you desire to direct your proxy/proxies how to vote, please insert X in the appropriate box. If you do not direct your proxy/proxies, the proxy holder may vote as they think fit or may abstain from voting.

BUSINESS	For	Against	Abstain
Resolution 1 – To receive the accounts	�	�	�
Resolution 2 – To elect a Director - Mr Bartrop	�	�	�
Resolution 3 – Adoption of Remuneration Report	�	�	�
Resolution 4 – Ratification of Previous Share Issue	�	�	�
Resolution 5 – Approval of Issue of Shares to Dr White	�	�	�
Resolution 6 – Approval of Issue of Shares to Mr Bartrop	�	�	�
Resolution 7 – Approval of Issue of Options to Dr Bishop	�	�	�

To be effective, the proxy form and the power of attorney or other authority (if any) under which each is signed (or a copy of that power or authority certified in a manner acceptable to the Directors of the Company) must be received at least 48 hours prior to the meeting (i.e. not later than 4:15pm on 18 November 2007), or to any adjourned meeting, at the Company’s office being:

By hand: Suite 404, 25 Lime Street, Sydney NSW 2000 By facsimile: (02) 9279 2727 By mail: PO Box 324, Crows Nest, NSW 1585

Additional proxy forms will be supplied on request. A body corporate may appoint a representative to attend, vote at and otherwise act for it at the meeting in accordance with the Corporations Act 2001.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: Where the holding is in one name, the holder must sign.

Joint Holding: Where the holding is in more than one name, all of the shareholders should sign.

Power of Attorney: If you are signing under a Power of Attorney, you must lodge an original or certified photocopy of the appropriate Power of Attorney with your completed Proxy Form.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this

form must be signed by that person.

If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone.

Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

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