EQUATORIAL RESOURCES LIMITED — AGM Information 2011

Jul 19, 2011

ASX: EQX | 20 July 2011 | ASX RELEASE

NOTICE OF MEETING

Equatorial Resources Limited is pleased to advise that a General Meeting of Shareholders will be held on 23 August 2011.

The meeting has been called for Shareholders to:

1. Ratify the prior placement of 12 million shares at $3.00 each to European-based financial institutions and sophisticated investors to raise $36 million before costs. The placement was previously announced to the market on 28 March 2011 and was completed on 4 April 2011; and

2. Approve the issue of 11.4 million shares to JP Morgan Asset Management and BlackRock Investment Management (UK) Limited as consideration for the acquisition of 81.5 million shares in African Iron Limited (ASX: AKI). The acquisition was previously announced to the market on 30 June 2011.

The Notice of General Meeting is attached containing full details of the agenda for the meeting and an Explanatory Memorandum which provides additional information.

For all enquiries please contact:

John Welborn Managing Director & CEO Telephone: +61 8 9322 6322 Email: jwelborn@equatorialresources.com.au

Equatorial Resources Limited ABN 50 009 188 694

www.equatorialresources.com.au

Level 9, BGC Centre, 28 The Esplanade, Perth, WA, Australia 6000 Phone: +61 8 9322 6322 Fax: +61 8 9322 6558

ASX: EQX | 20 July 2011 | ASX RELEASE

ABOUT EQUATORIAL RESOURCES

Equatorial Resources Limited (ASX: EQX ), is focused on the exploration and development of two 100% owned large-scale iron ore projects located in the politically stable and investment friendly Republic of Congo (“ ROC ”) in the emerging global iron ore province of Central West Africa.

The Mayoko-Moussondji Iron Project , located in the southwest region of the ROC, has an estimated global exploration target of between 2.3 and 3.9 billion tonnes[1] of iron mineralisation at a grade of 30% to 65% Fe. The project has access to a rail line running directly to the deep-water port of Pointe-Noire, where the Company’s operational office is located.

The Badondo Iron Project , in the northwest region of ROC, has an estimated global exploration target of between 1.3 and 2.2 billion tonnes[1] of iron mineralisation at a grade of 30% to 65% Fe. The project is located within a regional cluster of world-class iron ore exploration projects including Sundance Resources’ Mbalam and Nabeba projects.

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For further information contact:

John Welborn

Managing Director & CEO Telephone: +61 8 9322 6322 www.equatorialresources.com.au

1 Exploration Target: The estimates of exploration target sizes mentioned in this announcement should not be misunderstood or misconstrued as estimates of Mineral Resources. The potential quantity and grade of the exploration targets are conceptual in nature and there has been insufficient exploration to define a Mineral Resource in accordance with the JORC Code (2004) guidelines. Furthermore, it is uncertain if further exploration will result in the determination of a Mineral Resource.

The information in this announcement that relates to Geophysical Exploration Results is based on information compiled by Mr Mathew Cooper (B.App.Sc (Geophysics) Hons.) of Resource Potentials Pty Ltd, who was engaged by Equatorial Resources Limited to provide geophysical consulting services. Mr Cooper is a member of The Australian Institute of Geoscientists and has sufficient experience which is relevant to the style of mineralization and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Cooper consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

The information in this report that relates to Exploration Results, other than Geophysical Exploration Results, is based on information compiled by Mr Sean Halpin, who is a member of the Australian Institute of Geoscientists. Mr Halpin is a full time employee of Equatorial Resources Limited. Mr Halpin has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration and to the activity, which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Halpin consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

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NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held at the Plaza Level, BGC Centre, 28 The Esplanade, Perth, Western Australia on 23 August 2011 at 10.00 am (WST).

This Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on (08) 9322 6322.

EQUATORIAL RESOURCES LIMITED

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NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Shareholders of Equatorial Resources Limited ( Company ) will be held at the Plaza Level, BGC Centre, 28 The Esplanade, Perth, Western Australia on 23 August 2011 at 10.00 am (WST) ( Meeting ).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 21 August 2011 at 5pm (WST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Section 6 of the Explanatory Memorandum.

AGENDA

1. Resolution 1 – Ratification of Prior Placement

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

“That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 12,000,000 Shares each at an issue price of $3.00 to institutional and sophisticated investors on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person or their associate, who participated in the issue of the Shares and might obtain a benefit, (except a benefit solely in their capacity as holder of ordinary securities), if the Resolution is passed.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) 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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2. Resolution 2 – Authority to Issue Consideration Shares

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

"That, pursuant to and in accordance with Listing Rules 7.1 and for all other purposes, Shareholders approve and authorise the Directors to allot and issue:

• (a) 6,981,982 Shares to JP Morgan (or its nominee); and

• (ii) 4,398,649 Shares to BlackRock (or its nominee),

in consideration for the acquisition of 81,500,000 African Iron Limited shares on the terms and conditions in the Explanatory Memorandum accompanying this Notice.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person or their associate, who may participate in the issue of Shares and might obtain a benefit, (except a benefit solely in their capacity as holder of ordinary securities), if the Resolution is passed.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) 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.

Dated 20 July 2011

BY ORDER OF THE BOARD

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GREG SWAN

Company Secretary

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EQUATORIAL RESOURCES LIMITED

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EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held at the Plaza Level, BGC Centre, 28 The Esplanade, Perth, Western Australia on 23 August 2011 at 10.00 am (WST).

This Explanatory Memorandum should be read in conjunction with, and forms part of, the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolution in the Notice.

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolution:

Section 2 Action to be taken by Shareholders

Section 3 Background

Section 4 Resolution 1 – Ratification of Prior Placement

Section 5 Resolution 2 – Authority to Issue Consideration Shares

Section 6 Definitions

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the Resolution.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a “proxy”) to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

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3. Background

3.1 Prior Placement

On 4 April 2011 the Company completed a placement of 12,000,000 Shares each at an issue price of $3.00 to European-based financial institutions and sophisticated investors which raised $36,000,000 before costs ( Prior Placement ).

The Prior Placement was managed by Azure Capital Limited and Morgan Stanley Smith Barney. A placement fee of 4% was paid in relation to the Prior Placement.

The funds raised from the Prior Placement will be used to accelerate the Company's exploration activities at the Mayoko-Moussondji Iron Project and the Badondo Iron Project in the Republic of Congo and for working capital.

3.2

Acquisition of 19.9% interest in African Iron Limited

On 30 June 2011, the Company announced that it had acquired 19.9% of the ordinary share capital of African Iron Limited ( African Iron ) through the acquisition of 95,400,000 ordinary shares in African Iron ( Acquisition ).

African Iron holds an 80% interest in the Mayoko-Lekoumou Iron Project which lies adjacent to Equatorial's 100% owned Mayoko-Moussondji Iron Project in the Republic of Congo.

The Acquisition was undertaken by way of:

• (a) on-market purchases of 13,900,000 African Iron shares for a total cash consideration of $3,382,502; and

• (b) off-market purchases of 81,500,000 African Iron shares from JP Morgan and BlackRock in consideration for the issue of, subject to Shareholder approval, 11,380,631 Shares ( Consideration Shares ) as follows:

• (i) 6,981,982 Shares to JP Morgan in consideration for 50,000,000 African Iron shares; and

• (ii) 4,398,649 Shares to BlackRock in consideration for 31,500,000 African Iron shares.

The Company has entered into share purchase agreements with each of JP Morgan and BlackRock pursuant to which JP Morgan and BlackRock have agreed to sell their shares in African Iron to the Company subject to Shareholder approval.

Settlement of the transfer of the 81,500,000 African Iron shares from JP Morgan and BlackRock and the issue of the Consideration Shares by Equatorial is to occur on or before the date that is 5 days after Shareholder approval the subject of Resolution 2, which is to occur as soon as possible but no later than 27 August 2011.

Further details of the Acquisition are contained in the Company's announcement dated 30 June 2011, available at www.asx.com.au and www.equatorialresources.com.au.

3.3 Effect of Acquisition on Capital Structure of the Company

The following table shows the Company's current capital structure and the possible capital structure after the completion of the Acquisition.

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	Shares	Options
Current Securities on issue	101,617,922	11,286,800
Shares to be issued to JP Morgan	6,981,982(1)	-
Shares to be issued to BlackRock	4,398,649(2)	-
Total	112,998,553(3)	11,286,800(3)

• (1) This is the maximum amount of Shares that may be issued to JP Morgan under the share purchase agreement between the Company and JP Morgan (subject to Shareholder approval).

• (2) This is the maximum amount of Shares that may be issued to BlackRock under the share purchase agreement between the Company and BlackRock (subject to Shareholder approval).

• (3) Assuming that no options are exercised prior to the issue of the Consideration Shares.

4. Resolution 1 – Ratification of Prior Placement

4.1 General

Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 of the issue of 12,000,000 Shares under the Prior Placement to European-based financial institutions and sophisticated investors who are not related parties or associates of related parties of the Company.

4.2 Listing Rule 7.4

The Shares issued under the Prior Placement were issued within the Company’s 15% limit permitted under Listing Rule 7.1, without the need for Shareholder approval. The effect of Shareholders passing Resolution 1 will be to restore the Company’s ability to issue securities within that limit, to the extent of the Prior Placement, during the next 12 months.

Resolution 1 is an ordinary resolution.

4.3 Specific Information Required by Listing Rule 7.5

For the purposes of Shareholder ratification of the Prior Placement and the requirements of Listing Rule 7.5, information is provided as follows:

• (a) the number of Shares issued by the Company was 12,000,000 Shares;

• (b) the Shares were issued at $3.00 each to raise a total of $36,000,000 before costs;

• (c) the Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company’s existing Shares on issue;

• (d) the Shares were issued to European-based financial institutions and sophisticated investors who are not related parties of the Company;

• (e) a placement fee of 4% was paid to Azure Capital Limited in relation the Prior Placement;

• (f) the proceeds from the issue of Shares will be used to accelerate the Company's exploration activities in both the Mayoko-Moussondji project and Badondo projects and to provide working capital; and

• (g) a voting exclusion statement is included in the Notice.

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5. Resolution 2 – Authority to Issue Consideration Shares

Resolution 2 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue and allotment of the Consideration Shares, with 6,981,982 Shares issued to JP Morgan (or its nominee) and 4,398,649 Shares issued to BlackRock (or its nominee) in consideration for the acquisition of African Iron shares.

5.1 Listing Rule 7.1

Listing Rule 7.1 requires Shareholder approval for the proposed issue of Consideration Shares. Listing Rule 7.1 provides, subject to certain exceptions, that Shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the Company’s securities then on issue.

Given the issue of the Consideration Shares under Resolution 2 will exceed this 15% threshold and none of the exceptions contained in Listing Rule 7.2 apply, Shareholder approval is required in accordance with Listing Rule 7.3.

Resolution 2 is an ordinary resolution.

5.2

Specific Information Required by ASX Listing Rule 7.3

For the purposes of Shareholder approval of the issue of Consideration Shares and the requirements of Listing Rule 7.3, information is provided as follows:

• (a) the maximum number of Shares the Company can issue under Resolution 2 is 11,380,631 Shares, with 6,981,982 Shares issued to JP Morgan (or its nominee) and 4,398,649 Shares issued to BlackRock (or its nominee);

• (b) the Consideration Shares will be issued for nil cash consideration as they are being issued in consideration for the off-market acquisition of JP Morgan's and BlackRock's shares in African Iron;

• (c) the Consideration Shares will be issued to JP Morgan and BlackRock (or their nominees) who are not related parties of the Company;

• (d) the Consideration Shares to be issued are fully paid ordinary shares in the capital of the Company and rank equally with the Company's existing listed Shares;

• (e)

• no funds will be raised from the issue of the Consideration Shares;

• (f) subject to Shareholder approval, the Company will issue and allot the Consideration Shares immediately after the Meeting and no later than 3 months after the date of the Meeting (or such longer period of time as ASX may in its discretion allow) and will be allotted progressively; and

• (g)

• a voting exclusion statement is included in the Notice.

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6. Definitions

In this Explanatory Memorandum and Notice:

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited.

BlackRock means BlackRock Investment Management (UK) Limited and associated entities.

Board means the board of Directors.

Consideration Shares has the meaning in Section 3.2 of this Explanatory Memorandum.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Equatorial and Company means Equatorial Resources Limited ABN 50 009 188 694.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

JP Morgan means JP Morgan Asset Management and associated entities.

Listing Rules means the listing rules of ASX.

Meeting has the meaning in the introductory paragraph of the Notice.

Notice means this notice of meeting.

Prior Placement has the meaning in Section 3.1 of this Explanatory Memorandum.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution contained in this Notice.

Section means a section of the Explanatory Memorandum.

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

Shareholder means a shareholder of the Company.

WST means Western Standard Time, being the time in Perth, Western Australia.

In this Notice, words importing the singular include the plural and vice versa.

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EQUATORIAL RESOURCES LIMITED ABN 50 0 0 9 1 8 8 6 9 4

PROXY FORM

The Company Secretary Equatorial Resources Limited

By delivery: Level 9, 28 The Esplanade PERTH WA 6000

By post: By facsimile: PO Box Z5083 +61 8 9322 6558 PERTH WA 6831

I/We[1] ________________

of ______________

being a Shareholder/Shareholders of the Company and entitled to ___________

votes in the Company, hereby appoint[2 ] ______________

or failing such appointment the chairman of the general meeting as my/our proxy to vote for me/us on my/our behalf at the general meeting of the Company to be held at the Plaza Level, BGC Centre, 28 The Esplanade, Perth on 23 August 2011 at 10.00 am (WST) and at any adjournment thereof in the manner indicated below or, in the absence of indication, as he thinks fit. If 2 proxies are appointed, the proportion or number of votes that this proxy is authorised to exercise is * [ ]% of the Shareholder's votes*/ [ ] of the Shareholder's votes. (An additional Proxy Form will be supplied by the Company, on request).

Instructions as to Voting on Resolution

The chairman of the Meeting intends to vote undirected proxies in favour of the Resolution.

The proxy is to vote for or against the Resolution referred to in the Notice as follows:

	For	Against	Abstain
Resolution 1 Ratification of Prior Placement
Resolution 2 Authority to Issue Consideration Shares

	For	Against	Abstain
Resolution 1 Ratification of Prior Placement
Resolution 2 Authority to Issue Consideration Shares

Authorised signature/s This section must be signed in accordance with the instructions overleaf to enable your voting instructions to be implemented.

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Director Director/Company Secretary Secretary ____ _____ _______ Contact Name Contact Daytime Telephone Date 1Insert name and address of Shareholder 2 Insert name and address of proxy *Omit if not applicable

Proxy Notes:

A Shareholder entitled to attend and vote at the general meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that general meeting. If the Shareholder is entitled to cast 2 or more votes at the general meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder's proxy to attend and vote for the Shareholder at that general meeting, the representative of the body corporate to attend the general meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company's share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it. Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the general meeting the appropriate 'Certificate of Appointment of Representative' should be produced prior to admission. A form of the certificate may be obtained from the Company's Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the Perth office of the Company (Level 9, 28 The Esplanade, Perth, WA, 6000, or by post to PO Box Z5083, Perth, WA, 6831 or Facsimile (08) 9322 6558 if faxed from within Australia or +618 9322 6558 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the Meeting (WST).