EQUATORIAL RESOURCES LIMITED — AGM Information 2007

Oct 29, 2007

EQiTX LIMITED

ABN 50 009 188 694

NOTICE OF ANNUAL GENERAL MEETING

AND

EXPLANATORY STATEMENT

AND

PROXY FORM

For the Annual General Meeting to be held on Friday 30[th] November 2007 at 10.00am (WST) at Level 34, Exchange Plaza 2 The Esplanade, Perth Western Australia

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CONTENTS PAGE

	PAGE
Time and Place of Meeting and How to Vote	3
Notice of General Meeting (setting out the proposed resolutions)	4
Explanatory Statement (explaining the resolutions)	8
Proxy Form	Attached

This is an important document. Please read it carefully. If you are unable to attend the Annual General Meeting, please complete the form of proxy enclosed and return it in accordance with the instructions set out on that form.

If you have any questions regarding the matters set out in this document, please contact the Company Secretary, Mr Scott Mison on (08) 9421 2111, your stockbroker or other professional adviser.

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TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

The Annual General Meeting of the Shareholders of EQiTX Limited will be held at:

Level 34, Exchange Plaza

2 The Esplanade Perth, Western Australia

Commencing at 10.00 am (WST) on Friday 30[th] November 2007

How to Vote

You may vote by attending the meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 10.00am.

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of Annual General Meeting as soon as possible and either:

• Send the proxy by facsimile to the Company on facsimile number (08) 9421 2100 (International: + 61 8 9421 2100) or to Security Transfer Registrars on facsimile number (08) 9315 2233 (International: + 61 8 9315 2233);

• Deliver the proxy to the registered office of the Company at Level 34, Exchange Plaza, 2 The Esplanade, Perth, Western Australia 6000 or Security Transfer Registrars at 770 Canning Highway, Applecross, Western Australia 6153;

• Mail the proxy to the Company at PO Box Z5108, St Georges Terrace, Perth, Western Australia 6831 or Security Transfer Registrars at PO Box 535, Applecross, Western Australia 6953 (reply paid envelope),

so that it is received not later than 10.00am on Wednesday, 28[th] November 2007 (48 hours prior to commencement of the meeting).

Your proxy form is enclosed.

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EQiTX LIMITED

ABN 50 009 188 694

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of EQiTX Limited will be held at Level 34, 2 The Esplanade, Perth, Western Australia at 10.00am (WST) on Friday 30[th] November 2007.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the proxy form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered shareholders of the Company as at the close of business on Wednesday 28[th] November 2007.

Terms used in this Notice have the meanings set out in section 3 of the Explanatory Statement.

AGENDA

The Explanatory Statement that accompanies and forms part of the Notice describes the matters to be considered as special business.

ORDINARY BUSINESS

To receive and consider the Financial Statements of the Company, the Directors’ Report and the Independent Audit Report for the year ended 30 June 2007.

Resolution 1 – Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purposes of Section 250R (2) of the Corporations Act, the Company adopt the Remuneration Report as set out in the Annual Report for the year ended 30 June 2007.”

Resolution 2 – Re Election of Mr Solomon Majteles

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That Solomon Majteles, who retires by rotation in accordance with Article 14.9 of the Constitution of the Company, being eligible, is re-elected a Director of the Company .”

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Resolution 3 – Ratification and approval of previous allotment and issue of shares

To consider and, if thought fit, pass, with or without amendment, the following resolution as an ordinary resolution :

“That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the allotment and issue of 7,000,000 fully paid ordinary shares to an institutional investor (as set out in the Explanatory Memorandum) at $0.10 per Share.”

Voting Exclusion Statement

In respect of this resolution the Company will disregard any votes cast on this resolution by a person who participated in the issue and any of their associates.

Resolution 4 – Approval of allotment and issue of shares

To consider and, if thought fit, pass, with or without amendment, the following resolution as an ordinary resolution :

“That for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the allotment and issue of up to 33,000,000 fully paid ordinary shares to sophisticated investors (as set out in the Explanatory Memorandum).”

Voting Exclusion Statement:

In respect of this resolution the Company shall disregard any votes cast by any person who may participate in the issue of Shares and any person who might obtain a benefit (except a benefit solely in the capacity of a security holder) if that resolution is passed and any associate of those persons.

DATED 30 OCTOBER 2007

BY ORDER OF THE BOARD

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SCOTT MISON EQITX LIMITED COMPANY SECRETARY

Voting Exclusion Note:

Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person 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.

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EXPLANATORY STATEMENT

This Explanatory Statement and all attachments are important documents. They should be read carefully.

If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice, please contact the Company Secretary, your stockbroker or other professional adviser.

GENERAL INFORMATION

This Explanatory Statement has been prepared for the Shareholders of the Company in connection with the Annual General Meeting of the Company to be held at 10:00am (WST) on Friday 30 November 2007.

The purpose of this Explanatory Statement is to provide Shareholders with information that the Board believes to be material to Shareholders in deciding whether or not to approve the resolutions detailed in the Notice.

FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2007 together with the declaration of the Directors, the Directors’ report, the remuneration report and the auditor’s report.

1. THE RESOLUTIONS

• 1.1 Resolution 1 – Remuneration Report

Section 250R (2) of the Corporations Act requires the Company to propose a resolution that the Remuneration Report be adopted.

The Remuneration Report is set out in the Director’s Report on page 9 to 14 of the Company’s 2007 Annual Report. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and executive officers of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

The Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote of the Company. However, Shareholders should note that the vote on Resolution 1 is not binding on the Company or its Directors.

1.2 Resolution 2 – Re election of Solomon Majteles

Introduction

Article 14.9 of the Constitution of the Company requires that at each Annual General Meeting one third of the Directors, or if the number of Directors is not a multiple of three, the number nearest one third, must retire from office. Therefore, one of the Company’s three Directors must retire from office by rotation. Solomon Majteles retires by rotation at this meeting. Being eligible, he offers himself for re-election.

The resolution may be passed as an ordinary resolution.

Re-election of Solomon Majteles

Mr Majteles graduated in law from the University of Western Australia in 1970 and has been in private legal practice since 1972. He has more than 30 years’ experience in business, property,

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corporate and general commercial law. He has been a director of various private and publicly listed companies for more than 25 years.

1.3 Resolution 3 – Ratification and approval of previous allotment and issue of Shares

The Directors of the Company issued 7,000,000 Shares at an issue price of $0.10 each on 31 October 2007 to raise $700,000 before costs.

Resolution 3 has been included so that Shareholders may approve and ratify the issue of those Shares pursuant to ASX Listing Rule 7.4, which enables the shareholders of a company to ratify an issue of securities provided that the issue does not fall within one of the exceptions Listing Rule 7.1 and does not breach the 15% restriction contained in Listing Rule 7.1.

If the issue is ratified by this resolution, then the Company will be entitled to issue further securities in accordance with the terms and restrictions of Listing Rule 7.1.

For the purpose of Listing Rule 7.5, the following information is provided:

(a) The number of securities allotted

A total of 7,000,000 Shares were issued.

(b) The price at which the securities were issued

The Shares were issued at $0.10 each;

(c) The terms of the securities

The Shares issued were fully paid ordinary shares and rank equally in all respects with the existing fully paid ordinary shares issued in the capital of the Company;

(d) The names of the allottees

The Shares were issued to the following party:

Oceanic Asset Management Pty Ltd 7,000,000

(e) The use of the funds raised

An amount of $700,000 was raised from the issue of the Shares. These funds have been applied to working capital.

(f) A voting exclusion statement

A voting exclusion statement is included in the Notice under the heading “Voting Exclusion Statement”.

1.4 Resolution 4 - Approval of Allotment and Issue of Shares

The Company has entered into several Loan and Subscription Agreements (“Agreement”) to borrow $3,300,000. As per the Agreements, the Company has agreed to issue 33,000,000 fully paid ordinary Shares at a deemed issue price of $0.10 per share immediately upon obtaining Shareholder approval to the issue of the Shares.

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Resolution 4 seeks Shareholder approval for the allotment and issue of 33,000,000 Shares at an issue price of 10 cents per Share ( Placement ).

Listing Rule 7.1 provides that an entity must not, subject to certain exceptions, issue during any 12 month period any equity securities or other securities with rights of conversion to equity (such as an option) if the number of those securities exceeds 15% of the total ordinary securities on issue at the commencement of that 12 month period.

The Company is seeking approval for the purposes of Listing Rule 7.1 for the issue of up to 33,000,000 Shares. This will enable the Company to have the flexibility to issue equity securities in the future up to the 15% threshold without the requirement to obtain Shareholder approval.

Listing Rule 7.3 contains requirements as to the contents of a notice sent to Shareholders for the purposes of Listing Rule 7.1 and the following information is included in the Explanatory Memorandum for that purpose:

• (a) The maximum number of securities the Company is to issue

The number of securities to be issued pursuant to Resolution 4 is 33,000,000 Shares.

(b) The date by which the Company will issue the securities

The Shares will be issued within 5 days after the date of the Meeting.

(c) The issue price of the securities

The issue price of each Share will be 10 cents.

(d) The names of the allottees (if known) or the basis upon which allottees will be identified or selected

The Shares will be issued to sophisticated investor clients of the following:

Capital InvestmentsPartnersPtyLtd	20,000,000
CunninghamSecuritiesPtyLtd	10,000,000
Corporate &Resource ConsultantsPtyLtd	3,000,000
	33,000,000

(e) The terms of the securities

The Shares the subject of Resolution 4 are fully paid ordinary shares and will rank equally with the Company’s existing Shares.

(f) The intended use of the funds raised

As previously announced on 29 October 2007, EQiTX has signed a binding terms sheet with a consortium that will enable EQiTX to take an 70% interest in three (3) mineral permits in Indonesia. The focus of the Company will become coal exploration and production. The funds raised pursuant to the Placement will therefore be used by the Company to fund the initial deposit on the permits and to undertake a detailed due diligence of these permits.

(g) The dates of allotment or a statement that allotment will occur progressively

The Shares will be allotted simultaneously on the same date as they are issued as set out in paragraph (b) above.

• (h) A voting exclusion statement

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A voting exclusion statement is included in the Notice under the heading “Voting Exclusion Statement”.

2. Directors Recommendations

The Directors of the Company believe that all resolutions are in the best interests of the Company and the Directors unanimously recommend all of the proposed resolutions..

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3. Glossary

ASIC means Australian Securities and Investment Commission. Annual General Meeting or Meeting means the annual general meeting convened by the Notice. ASX means ASX Limited.

ASX Listing Rules or Listing Rules means the Listing Rules of ASX.

Board means the board of Directors of the Company.

Constitution means the Company’s constitution (as amended).

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current Directors of the Company.

Explanatory Statement means the Explanatory Statement to the Notice.

EQiTX or Company means EQiTX Limited (ABN 50 009 188 694).

Notice means the notice of annual general meeting accompanying this Explanatory Statement.

Secretary means the current Company Secretary of the Company.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

WST means Western Standard Time.

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CORPORATE DIRECTORY

Directors and Officers

Geoff Gander - Executive Chairman Solomon Majteles – Non Executive Director Hilton Nathanson - Non Executive Director Scott Mison - Company Secretary

Registered Office

Principal Place of Business

Level 34, Exchange Plaza 2 The Esplanade Perth Western Australia 6000 PO Box Z5108 St Georges Terrace Perth WA 6831

Level 34, Exchange Plaza 2 The Esplanade Perth Western Australia 6000 PO Box Z5108 St Georges Terrace Perth WA 6831

Telephone +61 8 9421 2111 Facsimile +61 8 9421 2100 Email info@eqitx.com Website www. eqitx.com

+61 8 942 2111 +61 8 9421 2100

Auditors

Bankers

Ernst & Young The Ernst & Young Building 11 Mounts Bay Road Perth Western Australia 6000

Australian and New Zealand Banking Group Level 3 287 Collins Street Melbourne Victoria 3000

Share Registry

Solicitors

Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross Western Australia 6153

Steinepreis Paganin Level 4 Next Building 16 Milligan Street Perth Western Australia 6000

Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233 Website www.securitytransfer.com.au

ASX Codes

Ordinary Shares listed on the Australian Stock Exchange under codes EQX.

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