EQ RESOURCES LIMITED — Proxy Solicitation & Information Statement 2009

Aug 19, 2009

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NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a 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 Thursday, 17 September 2009 commencing at 4:30pm.

BUSINESS

1. Ratification of Previous Share Issues

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 5,000,000 fully paid ordinary shares in the capital of the Company to Metals X Limited, as announced to the ASX on 12 and 24 February 2009, at a price of $0.05 per share, which raised $250,000 and 200,000 ordinary shares to a consultant as consideration for $10,000 worth of work completed ($0.05 per share), as referred to in the Explanatory Notes, are hereby approved.

2. Ratification of Previous Share Issue

That for the purposes of Listing Rules 7.1 and 7.4 of the ASX, and for all other purposes, the issue by the Company of 500,000 ordinary fully paid shares in the Company to DRAB Investments Pty Ltd for consulting fees of $40,000, the number of shares received determined by the value of the shares at $0.08 as set out in the attached Explanatory Notes, is hereby approved.

3. Approve Issue of Shares Under Placement

That for the purposes of Listing Rules 7.1 and 7.4 of the ASX, and for all other purposes, the issue by the Company of a placement of 4,252,027 ordinary fully paid shares at $0.07 per share in the Company to raise $297,641.89, as announced to ASX on 24 July 2009 and set out in the attached Explanatory Notes, is hereby approved.

4. Approve Issue of Shares to a Director

That for the purposes of Listing Rules 10.11 of the ASX, and for all other purposes, approval be and is hereby given to the issue to the Non-Executive Chairman of the Company, Dr Andrew White, to participate in a placement of 642,857 shares at a price of $0.07 for an amount of $45,000, payable to the Company as set out in the attached Explanatory Notes.

5. Approve Issue of Shares to a Director

That for the purposes of Listing Rules 10.11 of the ASX, and for all other purposes, approval be and is hereby given to the issue to the a Non-Executive Director of the Company, Mr Stephen Bartrop, to participate in a placement of 214,285 shares at a price of $0.07 for an amount of $15,000, payable to the Company, as set out in the attached Explanatory Notes.

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

6. Approve Issue of Shares to a Director

• That for the purposes of Listing Rules 10.11 of the ASX, and for all other purposes, approval be and is hereby given to the issue to the Managing Director of the Company, Dr John Bishop, 714,285 shares in the Company as payment for $50,000 of salary for the three months ended 28 February 2009. The number of shares received having been determined by the value of the shares at $0.07 as 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 that resolution by the person, and associates of that person, being the persons as detailed in the Explanatory Notes who participated in the issues.

In respect of Resolutions 4, 5 and 6 the Company will disregard any votes cast on that resolution by any Director of the Company and any associates of such Directors and as provided for in Australian Securities Exchange Listing Rules 10.11 and 14.11.

However the Company need not disregard any vote by any such persons on resolutions 1, 2, 3, 4, 5 and 6 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 17[th] day of August 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 17 September 2009.

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 Rule 7.4 allows the Company to seek the approval of shareholders for issues made under Listing Rule 7.1.

Resolution 1

Ratification of Previous Share Issues

The Company previously issued 5,000,000 fully paid ordinary shares in the capital of the Company to Metals X Limited, as announced to ASX on 12 and 24 February 2009, at a share price of $0.05. The issue raised $250,000 for general working capital purposes, mainly in connection with the Mt Carbine project. At that time the Company also issued 200,000 ordinary shares to a consultant as consideration for $10,000 worth of work completed ($0.05 per share). The issues were not in breach of Listing Rule 7.1 and have not previously been approved by the shareholders of the Company. Resolution 1 calls for shareholder approval and ratification of these issues. The shares issued rank equally in all respects with all existing ordinary shares previously issued by the Company.

Resolution 2

Ratification of Previous Share Issue

The Company previously issued 500,000 fully paid ordinary shares in the capital of the Company as announced to ASX on 5 August 2009 to DRAB Investments Pty Ltd, a consultant to the Company, as consideration for $40,000 worth of work completed (at 8 cents per share). The issue was not in breach of Listing Rule 7.1 and has not previously been approved by the shareholders of the Company. Resolution 2 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.

Resolution 3

Approve Issue of Shares under Placement

The Company previously issued 4,252,027 fully paid ordinary shares in the capital of the Company, as announced to ASX on 24 July 2009, as a placement at $0.07 per share in the Company to raise $297,641.89. The shares were issued to private investors, who were excluded offerees in accordance with section 708A of the Corporations Act 2001. The funds raised will assist Icon’s present programme of the Mt Carbine Scoping Study, chemical assaying of the Mt Carbine drillcore, density measurements, ore sorting testwork plus initiation of drilling on the Peel Fault gold targets and geophysics at Fitzroy. The issue was not 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 issue. The shares issued rank equally in all respects with all existing ordinary shares previously issued by the Company.

Resolution 4 and 5

In relation to Resolutions 4 and 5 it is proposed that Dr Andrew White, as Non-Executive Chairman of the Company, will participate in a proposed placement on the same terms as mentioned above in resolution 3 through the investment of $45,000 at a share price of $0.07 for a maximum of 642,857 shares and Mr Stephen Bartrop, as a Non-Executive Director of the Company, will participate in a proposed placement on the same terms through the investment of $15,000 at a share price of $0.07 for a maximum of 214,285 shares.

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The share price at the date of this notice is 13 cents, and this compares to a share price high of 13 cents and a low of 9 cents in the month leading up to this Notice. It is noted that 7 cents is the same issue price as the recent placement. The Shares will be issued to both Directors within one month of the meeting, i.e. prior to 17 October 2009. The funds raised will assist Icon’s present programme of the Mt Carbine Scoping Study, chemical assaying of the Mt Carbine drillcore, density measurements, ore sorting testwork plus initiation of drilling on the Peel Fault gold targets and geophysics at Fitzroy.

Approve Issue of Shares to a Director – Andrew White

Subject to shareholder approval, as Non-Executive Chairman of the Company, Dr Andrew White will purchase 642,857 fully paid ordinary shares in the Company for $45,000; the number of shares received determined using a share price of $0.07 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 purchase 214,285 fully paid ordinary shares in the Company for $15,000; the number of shares received determined using a share price of $0.07 as set out above.

Resolution 6

Approve Issue of Shares to a Director – John Bishop

Resolution 6 is to consider the issue of shares to Managing Director Dr John Bishop as payment for salary for the three months ended 28 February 2009. Subject to shareholder approval, as Managing Director of the Company, Dr John Bishop will receive his salary of $50,000 for the period of three months to 28 February 2009, payable as a maximum of 714,285 fully paid ordinary shares in the Company, the number of shares received determined using a share price of $0.07. In relation to Resolution 6, the Icon Board, excluding Dr Bishop, has expressed their gratitude to Dr Bishop for offering to defer the payment of his salary during the height of the economic crisis and has now offered to take his salary in shares in the Company at the same price as the recent placement of $0.07. The Shares will be issued to Dr Bishop within one month of the meeting, i.e. prior to 17 October 2009.

General

The shares mentioned in resolutions 1 to 6 all rank equally in all respects with the existing fully paid ordinary shares in the Company.

With regard to resolutions 4, 5 and 6, and in accordance with ASX Listing Rule 7.2, exception 14, if approval is given under listing rule 10.11, approval is not required under listing rule 7.1.

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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 General Meeting of this Company to be held at the Company’s Registered Office, Level 4, 25 Lime Street, Sydney NSW, on Thursday, 17 September 2009 commencing at 4:30pm 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 the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of the resolutions and that votes cast by the Chairman of the meeting for those resolutions 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 2009

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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

BUSINESS	For	Against	Abstain
Resolution 1 – Ratification of Previous Share Issues – Metals X	�	�	�
Resolution 2 – Ratification of Previous Share Issue – DRAB	�	�	�
Resolution 3 – Approval of Issue of Shares Under Placement	�	�	�
Resolution 4 – Approval of Issue of Shares to Dr White	�	�	�
Resolution 5 – Approval of Issue of Shares to Mr Bartrop	�	�	�
Resolution 6 – Approval of Issue of Shares 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 4:30pm on 15 September 2009), 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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