EQ RESOURCES LIMITED — Proxy Solicitation & Information Statement 2009

Dec 13, 2009

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NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the members of Icon Resources Ltd (the “Company”) will be held at the Company’s Registered Office, Level 4, 25 Lime Street Sydney, NSW on Tuesday, 12 January 2010 commencing at 4:00pm.

BUSINESS

1. Ratification of Previous Issue of Shares under Placement

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

That for the purposes of Listing Rules 7.1 and 7.4 of the Australian Securities Exchange (ASX), and for all other purposes, the issue by the Company of a placement of 11,180,570 fully paid ordinary shares at $0.09 per share in the Company to raise $1,006.251, as announced to the ASX on 17 November and 14 December 2009 and set out in the attached Explanatory Notes, is hereby approved.

2. Approve Issue of Attaching Options under Placement

That for the purposes of Listing Rules 7.1 and 7.3 of the ASX, and for all other purposes, the issue by the Company of 11,180,570 options, being one attaching option for every share in the share placement announced to the ASX on 17 November 2009, with a strike price of $0.15, expiring on 30 June 2011, and as set out in the attached Explanatory Notes, is hereby approved.

3. Approve Issue of Shares and Attaching Options under Placement

That for the purposes of Listing Rules 7.1 and 7.3 of the ASX, and for all other purposes, approval is given for the Directors to issue and allot up to 6,069,430 ordinary fully paid shares and 6,069,430 attaching options in the Company to raise an additional $546,249, as announced to the ASX on 17 November 2009 and set out in the attached Explanatory Notes.

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

Voting Exclusion Statements

In respect of Resolutions 1, 2 and 3, the Company will disregard any votes cast on those resolutions by the person, and associates of that person, being the persons as detailed in the Explanatory Notes who participated in the first placement or who may participate in the proposed issues, and a person who might obtain a benefit, except solely in the capacity of a holder of ordinary securities, and any associates of those persons.

However the Company need not disregard any vote by any such persons on Resolutions 1, 2 and 3 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.

Icon Resources Ltd ABN 77 115 009 106

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

Principal Office : 38 George Street, North Hobart TAS 7000 PO Box 2001, North Hobart TAS 7002

T: +61 3 6231 3948 F: +61 3 6234 3472

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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 11[th] day of December 2009.

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 General Meeting to be held on 12 January 2010.

BUSINESS

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 Rules 7.3 and 7.4 allow the Company to seek the approval of shareholders for issues made under Listing Rule 7.1.

Resolution 1

Ratification of Previous Issue of Shares under Placement

The Company previously issued 11,180,570 fully paid ordinary shares in the capital of the Company to clients of broker Martin Place Securities Limited, and a number of sophisticated and professional investors, as announced to the ASX on 17 November and 14 December 2009, at an issue price of $0.09. The issue raised $1,006,251 for general working capital purposes, mainly in connection with the Mt Carbine project, including a programme of Mt Carbine drilling, resource calculation and other project-planning studies. The issue was not in breach of Listing Rule 7.1 and has not previously been approved by the shareholders of the Company. Resolution 1 calls for shareholder approval and ratification of the issue pursuant to ASX Listing Rule 7.4. The shares issued rank equally in all respects with all existing ordinary shares previously issued by the Company.

Resolution 2

Approve Issue of Attaching Options under Placement

The Company previously issued 11,180,570 fully paid ordinary shares in the capital of the Company as announced to the ASX on 17 November 2009. The application for the Shares provides for one attaching option to be issued following shareholder approval of the issue. The options are to be issued with an exercise price of 15 cents and an expiry date of 30 June 2011. Approval of the issue is sought under Listing Rule 7.1 and has not previously been approved by the shareholders of the Company. Resolution 2 calls for shareholder approval of this proposed issue of options. The options will be issued with the terms set out below. In accordance with ASX Listing Rule 7.3, the maximum number of options which may be issued within a period of three months after the General Meeting, without using the Company’s 15% annual placement capacity, is 11,180,570. The options will be issued to the parties mentioned in Resolution 1.

Resolution 3

Approve Issue of Shares and Attaching Options under Placement

The Company proposes to issue a maximum of 6,069,430 fully paid ordinary shares in the capital of the Company, as announced to the ASX on 17 November 2009, as a placement at an issue price of $0.09 per share in the Company to raise $546,249. Each share will have an attaching option (maximum 6,069,430) with an exercise price of 15 cents and an expiry date of 30 June 2011. The shares and options are to be issued to clients of broker Martin Place Securities Limited and to private investors, who will be excluded offerees in accordance with section 708A of the Corporations Act 2001. The funds raised will assist Icon’s present programme of Mt Carbine work as detailed in Resolution 1. The proposed issue will not be in breach of Listing Rule 7.1 and has not previously been approved by the shareholders of the Company. Resolution 3 calls for shareholder approval and ratification of this proposed issue of shares and options to be carried out within a period of three months after the General Meeting. The shares issued rank equally in all respects with all existing ordinary shares previously issued by the Company.

General

The shares mentioned in Resolutions 1 and 3 all rank equally in all respects with the existing fully paid ordinary shares in the Company. The subscribers to the above issues are not related parties of the Company. The terms of the options are set out on the following page. All options will be issued for nil cash consideration and any funds raised from any future exercise of options will be used to advance the Company’s projects and for working capital.

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Terms and Conditions of Options

The Options will entitle the holders to subscribe for fully paid ordinary Shares in the Company on the following terms:

1. Each Option entitles the holder to acquire one fully paid ordinary Share in the Company.

2. The Options may be exercised at any time until 30 June 2011. Each Option may be exercised by forwarding to the Company’s Share Register (address below), the exercise notice, duly completed, together with payment by way of cheque or bank draft on an Australian Bank in Australian Dollars of the sum of fifteen cents (15c) per Option exercised. The Options will lapse at 5.00pm EST on 30 June 2011.

3. The Options may be transferred by an instrument (duly stamped where necessary) in the form commonly used for transfer of Options at any time until 30 June 2011, subject to any restrictions which may be imposed by the ASX if the Company is listed upon the ASX.

4. Optionholders shall be permitted to participate in new issues of securities on the prior exercise of Options in which case the Optionholders shall be afforded the period of at least nine (9) business days prior to and inclusive of the record date (to determine Entitlements to the Issue) to exercise the Option.

5. Shares issued on the exercise of Options will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application monies. Shares allotted pursuant to the exercise of an Option will rank equally with the then issued ordinary Shares of the Company in all respects. Official quotation of the Shares will be sought.

6. In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the Optionholder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital at the time of the reconstruction.

7. If there is a bonus Issue to Shareholders, the number of Shares over which the Option is exercisable may be increased by the number of Shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus Issue.

Please return application form and cheque to:

Icon Resources Ltd C/- Computershare Investor Services Pty Limited GPO Box D182 Perth WA 6840

OR

Level 2 45 St Georges Terrace Perth WA 6000

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FORM OF PROXY

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

I/We

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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

(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 Extraordinary General Meeting of this Company to be held at the Company’s Registered Office, Level 4, 25 Lime Street, Sydney NSW on Tuesday, 12 January 2010 commencing at 4:00pm 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)

Dated this day of

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If you desire to direct your proxy/proxies how to vote, please insert an 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 – Ratification of Previous Issue of Shares under Placement	�	�	�
Resolution 2 – Approve Issue of Attaching Options under Placement	�	�	�
Resolution 3 – Approve Issue of Shares and Attaching Options under Placement	�	�	�

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 4:00pm on 10 January 2010), 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, in the spaces provided, as follows:

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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