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EQ RESOURCES LIMITED Capital/Financing Update 2008

Jun 1, 2008

64867_rns_2008-06-01_0b32b966-3a31-4f8e-a076-44d5863f37f3.pdf

Capital/Financing Update

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==> picture [79 x 92] intentionally omitted <==

2 June 2008

Companies Announcements Office Australian Securities Exchange

RENOUNCEABLE RIGHTS ISSUE

Icon Resources Ltd (ASX Code: III) is pleased to announce the terms of an issue of Shares and Options to shareholders. The Company proposes a renounceable rights issue of one New Share for every three Shares held by Shareholders at an Issue price of 20 cents per Share held at the Record Date of 12 June 2008, with one free attaching New Option for every two New Shares subscribed for. The Options will be exercisable at 35 cents each at any time prior to the expiry date of 30 June 2009.

The purpose of this Rights Issue is to raise working capital to fund the feasibility studies for re-treatment of tailings, drilling and test work to underpin a feasibility study for re-opening the open pit and underground mines at Mt Carbine, and exploration of the potential for ore grade mineralisation north of the pit. The funding will also continue Icon's exploration activities, in particular its gold (Crow King, near Barraba) and tin (Tara, near Hillston) prospects in NSW and the Fitzroy copper zinc project north-west of Rockhampton in Queensland.

The Rights Issue will raise approximately $3.1 million (before costs) through the issue of approximately 15.498 million shares and includes a Shortfall Facility whereby existing Icon shareholders (on the register at 5:00pm on 12 June 2008) will have priority in applying for additional New Shares and attaching New Options in excess of their pro-rata Entitlements.

Any remaining Shortfall will be allocated by the Broker to the Issue (ABN AMRO Morgans) in consultation with the Icon Directors.

The Prospectus relating to the Rights Issue will be lodged with the Australian Securities and Investments Commission (ASIC) and ASX on 2 June 2008. The Appendix 3B application for the quotation of the New Shares and the New Options on ASX is attached to this announcement.

Shareholders will receive their copy of the Prospectus very soon and they may apply using only the personalised Entitlement and Acceptance Form accompanying the Prospectus. A copy of the Prospectus will be available from 2 June 2008 for review on the ASX website www.asx.com.au and on the Company’s website www.iconresources.com.au.

Icon Resources Ltd ACN 115 009 106

Suite 404, 25 Lime Street, Sydney NSW 2000 Telephone: +61 2 9279 1252 Facsimile: +61 2 9279 272

ICON RIGHTS ISSUE

The following is an indicative timetable for the issue:

Announcement of Rights Issue 2 June 2008
Lodgement of Prospectus with ASIC and lodgement of Appendix 3B with ASX 2 June 2008
Notice sent to shareholders 4 June 2008
Rights tradingcommences on ASX(ex date) 5 June 2008
Record Date to identifyShareholders entitled toparticipate in the Rights Issue 12 June 2008
Despatch of Prospectus and Entitlement and Acceptance Forms 18 June 2008
Last dayof Rights tradingon ASX 25 June 2008
Deferred settlement tradingcommences 26 June 2008
ClosingDate for the Rights Issue(5.00pm AWST) 2 July2008
Noticegiven to ASX of under subscriptions 7 July2008
Allotment of New Shares and New Options 8 July2008
Despatch of holdingstatements and deferred settlement tradingends 10 July2008
Tradingof New Shares and New Options expected to commence on ASX 11 July2008

Yours sincerely ICON RESOURCES LTD

==> picture [92 x 50] intentionally omitted <==

John R Bishop

Managing Director

Rights issue asx announcement.fundraising.2008.stp

2

Appendix 3B New issue announcement

ICON RESOURCES LTD

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

Icon Resources Ltd

ABN

77 115 009 106

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 to be issued
2
Number of +securities issued or to be issued (if
known) or maximum number which may be issued
3
Principal terms of the +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 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
Fully paid ordinary shares and options.
15,497,750 ordinary shares and 7,748,875 options.
Fully paid ordinary shares and options to subscribe
for ordinary shares at an exercise price of 35 cents
and are exercisable until expiry on
30 June 2009.
The fully paid ordinary shares will rank equally with
Icon’s currently quoted fully paid ordinary shares.
There are no current quoted options.

+See chapter 19 for defined terms 1/1/2003

Appendix 3B Page 1

Appendix 3B New issue announcement

ICON RESOURCES LTD

5
Issue price or consideration
6
Purpose of the issue (If issued as consideration
for the acquisition of assets, clearly identify
those assets)
7
Date of entering +securities into uncertificated
holdings or despatch of certificates
8
Number and +class of all +securities quoted on
ASX (_including_the securities in clause 2 if
applicable)
9
Number and +class of all +securities not
quoted on ASX (_including_the securities in
clause 2 if applicable)
10
Dividend policy (in the case of 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
Entitlements under the rights issue will be
determined on the basis of one new Icon share for
every three existing Icon shares held at the record
date at an issue price of $0.20 per share, payable
in full on application, together with a one-for-two,
free attaching and ASX-listed option.
Entitlements under the rights issue will be
determined on the basis of one new Icon share for
every three existing Icon shares held at the record
date at an issue price of $0.20 per share, payable
in full on application, together with a one-for-two,
free attaching and ASX-listed option.
As detailed in the Prospectus released to ASX and
as set out in the attached announcement.
Expected to be 10 July 2008.
Number +Class

61,990,998
7,748,875
Fully Paid Ordinary Shares
30 June 2009 Options –
exercise price 35 cents
Number +Class
1,200,000
1,260,870
400,000
8 March 2011 Options –
exercise price 30 cents
30 November 2012 Options –
exercise price 45 cents
30 November 2012 Options –
exercise price 30 cents
Options have no entitlement to any future
dividends unless exercised.
No
Renouceable
The renounceable rights issue is one share for
every three shares held on the record date, with
one free attaching new option for every two new
shares subscribed for.
Offer of New Shares and New Options to holders
of fully paid ordinary shares. The options are to
subscribe for ordinary shares at an exercise price
of 35 cents and are exercisable until expiry on 30
June 2009.

+See chapter 19 for defined terms 1/1/2003

Appendix 3B Page 2

Appendix 3B New issue announcement

ICON RESOURCES LTD

15
+Record date to determine entitlements
12 June 2008
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?
Yes
Fractions will be rounded up.
Australia and New Zealand, and as set out in
Section 3.15 of the Prospectus dated 2 June 2008.
2 July 2008
None
Not applicable
ABN AMRO Morgans
Refer to Section 3.9 of the Prospectus dated
2 June 2008.

Refer to Section 3.9 of the Prospectus dated
2 June 2008.
Not applicable
18 June 2008


Notices were sent to option holders on
28 May 2008.
5 June 2008
25 June 2008
Refer to Section 3.5 of the Prospectus dated

+See chapter 19 for defined terms 1/1/2003

Appendix 3B Page 3

Appendix 3B New issue announcement

ICON RESOURCES LTD

2 June 2008.

  • 31 How do +security holders sell part of their Refer Prospectus Section 3.5

  • entitlements through a broker and accept for the balance?

  • 32 How do +security holders dispose of their Refer Prospectus Section 3.5

  • entitlements (except by sale through a broker)?

  • 33 +Despatch date

10 July 2008

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

Information to Questions 35 to 37 will be provided following the Closing Date of the Issue and the issue of the Shares and Options for which quotation is being sought.

Entities that have ticked box 34(b)

Questions 38 to 42

Not applicable

+See chapter 19 for defined terms 1/1/2003

Appendix 3B Page 4

Appendix 3B New issue announcement

ICON RESOURCES LTD

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.

Sign here:

Robert Waring

Date: 2 June 2008

( ~~Director/S~~ ecretary)

Print name:

Robert J Waring

== == == == ==

Appendix 3B 2 Jun 08

+See chapter 19 for defined terms 1/1/2003

Appendix 3B Page 5