EQ RESOURCES LIMITED — Proxy Solicitation & Information Statement 2010

May 19, 2010

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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 Glass House Mountains Ecolodge, 198 Barrs Road, Glass House Mountains, Queensland 4518 on Friday, 18 June 2010 commencing at 5:00pm.

BUSINESS

1. Approval of Proposed 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 7.3 of the Australian Securities Exchange (ASX), and for all other purposes, the issue by the Company of a proposed placement of 8,790,000 fully paid ordinary shares at $0.075 per share in the Company to raise $659,250, as set out in the attached Explanatory Notes, is hereby approved.

2. Approval of Issue of Shares to a Director – Dr Leon Pretorius

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

That for the purposes of Listing Rules 10.11 of the ASX, and for all other purposes, approval be and is hereby given for the Non-Executive Chairman of the Company, Dr Leon Pretorius, to participate in a proposed placement of 5,000,000 shares at a price of $0.075 for an amount of $375,000, payable to the Company 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 Resolution 1, 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 may participate in the proposed issue, 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.

In respect of Resolution 2, the Company will disregard any votes cast on that Resolution by Dr Leon Pretorius and any associates of such Director and as provided for in ASX Listing Rules 10.11 and 14.11.

However the Company need not disregard any vote by any such persons on Resolutions 1 and 2 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 505, Level 5, 35 Lime Street, Sydney NSW 2000 PO Box H116, Australia Square NSW 1215 T: +61 2 9279 1252 F: +61 2 9279 2727

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General

The shares mentioned in Resolutions 1 and 2 all rank equally in all respects with the existing fully paid ordinary shares in the Company.

With regard to Resolution 2, 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.

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 505, Level 5, 35 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 19[th] day of May 2010.

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 Extraordinary General Meeting to be held on 18 June 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

Approval of Proposed Issue of Shares under Placement

The Company proposes to issue up to 8,790,000 fully paid ordinary shares in the capital of the Company to clients of Martin Place Securities Pty Limited, and a number of sophisticated and professional investors, as announced to the ASX on 19 April 2010, at an issue price of $0.075. The issue will raise up to $659,250 for general working capital purposes, mainly in connection with the Mt Carbine project, including a drilling programme at Mt Carbine and trial test batches of Mt Carbine material. The issue is 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 proposed issue pursuant of ASX Listing Rule 7.3. The shares will rank equally in all respects with all existing ordinary shares previously issued by the Company. The issue date of the shares will be no later than three months from the date of the meeting, or such other date as the ASX may permit.

Resolution 2

Approval of Issue of Shares to a Director – Dr Leon Pretorius

Subject to shareholder approval, in relation to Resolution 2 it is proposed that Dr Leon Pretorius, as Non-Executive Chairman of the Company, will participate in a proposed placement on the same terms as mentioned above in Resolution 1 through the investment of $375,000 at a share price of $0.075 for a maximum of 5,000,000 shares.

The share price at the date of this notice is $0.08, and this compares to a share price high of $0.098 and a low of $0.074 in the month leading up to this Notice. It is noted that $0.075 is the same issue price as the recent Share Purchase Plan offered to Icon shareholders. The Shares will be issued to the Director within one month of the meeting, i.e. prior to 18 July 2010. The funds raised will assist Icon’s present drilling programme at Mt Carbine and trial test batches of Mt Carbine material as well as supply general working capital.

General

The shares mentioned in Resolutions 1 and 2 rank equally in all respects with the existing fully paid ordinary shares in the Company. The subscribers to the proposed issue in Resolution 1 will not be related parties of the Company.

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FORM OF PROXY

By hand: Suite 505, Level 5, 35 Lime Street, Sydney NSW 2000 By facsimile: (02) 9279 2727 By mail: PO Box 324, Crows Nest, NSW 1585

Icon Resources Ltd ABN: 77 115 009 106 Suite 505, Level 5 35 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 Extraordinary General Meeting of this Company to be held at Glass House Mountains Ecolodge, 198 Barrs Road, Glass House Mountains, Queensland 4518 on Friday, 18 June 2010 commencing at 5:00pm 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)

day of

Dated this

2010

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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 – Approval of Proposed Issue of Shares under Placement � � � Resolution 2 – Approval of Issue of Shares to a Director – Dr Leon Pretorius � � �

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 5:00pm on 16 June 2010), or to any adjourned meeting, at the Company’s office being:

By hand: Suite 505, Level 5, 35 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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