EQUATORIAL RESOURCES LIMITED — Proxy Solicitation & Information Statement 2004

Dec 16, 2004

15 December 2004

Dear Shareholder

Enclosed with this letter is a Notice of General Meeting together with an Explanatory Memorandum, for a shareholders meeting to be held on Wednesday 19 January 2005.

The purpose of the meeting is to seek shareholder approval to place 6 million fully paid ordinary shares at an issue price of \$0.30 cents, together with 2 million free attaching options to acquire a fully paid ordinary share in the capital of the company. Funds raised from the placement will ensure that the Company is able to meet its ongoing funding commitments for the exciting VacTX and ZingoTX projects.

Please review the enclosed documents for the Meeting, and return your proxy form to the Company if you are unable to attend the meeting in person.

You will also have recently received from our new CEO, Sue MacLeman, the first edition of the EQiTX quarterly investor newsletter. This initial edition focuses on the VacTX technology, and features an interview with Dr David Jackson, the Chief Scientist of VacTX. It is hoped in this way to keep you even more fully informed of progress and developments as we proceed along the commercialisation pathway.

Following the appointment of key staff in the second half of this year, the company is entering an exciting phase, with advancement of the projects being driven by our dedicated team. The Board of Directors believe these key appointments will ensure EQiTX is well placed to maximise the commercial opportunities of both projects, and are excited at the potential for growth in the Company during 2005.

Finally, on behalf of the Board and management of EQiTX, may I take this opportunity of thanking you for your support and wishing you all the very best for the festive season and a happy and prosperous 2005.

Yours Sincerely

Prospeler

H S Majteles Chairman

EQITX Limited PERTH Level 3, IBM Building 1060 Hav Street, West Perth. Western Australia, 6005 Phone: (+61-8) 9480-0490 East (+61.8) 9480 0452

MELBOURNE.

Level 11, 580 St Kilda Road. Melbourne, Victoria. Australia, 3004 Phone (+61-3) 9526-3410 Fax: (+61.3) 9510 9347

Fmail: info@ecity.rom www.ealtx.com

EQITX LIMITED ACN 009 188 694

NOTICE OF GENERAL MEETING $\mathbf{g}$ EXPLANATORY MEMORANDUM TO SHAREHOLDERS

For the General Meeting to be held on
Wednesday, 19^th January 2005 at 10.00 am (WST) at the Amberley Business Centre, Level 3, 1060 Hay Street, West Perth Western Australia

EQITX LIMITED ACN 009 188 694

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of EQITX Limited ("EQITX" or "Company") will be held at the Amberley Business Centre, Level 3, 1060 Hay Street, West Perth, Western Australia on Wednesday 19 January 2005 at 10.00 am (WST).

The Explanatory Memorandum that accompanies and forms part of this Notice of General Meeting describes the matter to be considered.

AGENDA

ORDINARY BUSINESS

RESOLUTION 1: APPROVAL OF PLACEMENT

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

That for the purpose of ASX Listing Rule 7.1, and for all other purposes, the shareholders of the Company approve the issue of up to 6,000,000 fully paid ordinary shares in the Company at an issue price of \$0.30 per share and up to 2.000.000 free attaching options each to acquire a fully paid ordinary share in the capital of the Company 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 who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed (collectively and individually the "Participating Party") and any associate of a Participating Party). However, the Company need not disregard a vote if it is cast by a Participating Party as a proxy for a person who is entitled to vote, in accordance with directions on the proxy form, or it is cast by a Participating Party chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

BY ORDER OF THE BOARD

STEPHEN J BROWN Company Secretary

Dated: 15 December 2004

ADMISSION TO MEETING

Corporate representatives are requested to bring appropriate evidence of appointment as a representative in accordance with the constitution of the Company. Attorneys are requested to bring the original or a certified copy of the power of attorney pursuant to which they were appointed. Proof of identity will also be required for corporate representatives and attorneys.

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of members of EQITX Limited ("EQITX" or "Company") in connection with the business to be conducted at the General Meeting of Shareholders of the Company to be held on 19 January 2005.

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Meeting.

ORDINARY BUSINESS

RESOLUTION 1: APPROVAL OF PLACEMENT and ISSUE OF OPTIONS

On 7 December 2004, the Company announced that it had signed an Underwriting Agreement with Cunningham Securities to place, subject to shareholder approval, 6,000,000 Shares and 2,000,000 free attaching Options to raise \$1.8 million. The funds raised will provide working capital to fund ongoing commitments for the VacTX and ZingoTX projects and to fund the costs of the issue.

ASX Listing Rule 7.1 provides that a company must not, subject to certain exceptions, issue or agree to issue during any twelve month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that twelve month period.

One circumstance where an issue is not taken into account in the calculation of this 15% threshold, is where the issue has the prior approval of shareholders in General Meeting. The proposed placement of shares will result in the issue of more than 15% of the share capital.

ASX Listing Rule 7.3 requires the following information be disclosed to shareholders for the purposes of obtaining shareholder approval pursuant to ASX Listing Rule 7.1.

• The maximum number of Securities to be issued by the Company pursuant to resolution 1 is $(i)$ 6,000,000 fully paid ordinary shares and 2,000,000 options.
• $(ii)$ The securities to be issued pursuant to resolution 1 will be issued no later than three months from the date of the meeting, and allotment of the securities will be made progressively.
• The shares have an issue price of \$0.30 per share and will be issued to clients of a number of $(iii)$ Australian brokers. The Options are free attaching on the basis of one (1) Option for every three (3) Shares allotted and issued. The issue price of the Options will be \$0.20 each.
• $(iv)$ The allottees of the Shares and Options will be clients of a number of Australian brokers. The identity of the allottees is not known at this time.
• The Shares to be issued pursuant to resolution 1 will rank equally in all respects with the $(v)$ Company's existing shares on issue.
• The terms and conditions of the Options are set out below. The Company will apply for $(vi)$ quotation of the Options on the Australian Stock Exchange.
• $(vii)$ The funds raised from the issue of the Shares and Options will provide working capital to fund ongoing commitments for the VacTX and ZingoTX projects, and to fund the costs of the issue.

Terms of Options

The material terms and conditions of the Options are as follows:

• Each Option entitles the holder, when exercised, to one (1) ordinary share in the capital of the $(a)$ Company;
• The Options will be granted free of charge, attaching on the basis of one Option for every $(b)$ three Shares allotted and issued pursuant to resolution 1.

• The Options are exercisable at any time on or before 5.00 pm (Western Standard Time) on $(c)$ 30 June 2007 (Expiry Date);

• $(d)$ The Options are not transferable until granted Official Quotation on the Australian Stock Exchange Limited:

• The exercise price of the Options is \$0.20 each: $(e)$
• The Options are exercisable by delivering to the registered office of the Company a notice in $(f)$ writing stating the intention of the Option holder to exercise a specified number of Options. accompanied by an Option certificate, if applicable, and a cheque made payable to the Company for the exercise price, subject to the funds being duly cleared funds. The exercise of only a portion of the Options held does not affect the holders' right to exercise the balance of Options outstanding:
• Shares allotted and issued pursuant to the exercise of an Option will be allotted and issued $(g)$ not more than 14 days after receipt of the exercise price in accordance with (f) above:
• All shares issued upon exercise of the Options will rank pari passu in all respects with the $(h)$ Company's then issued Shares. EQITX will apply for quotation of all Shares issued upon exercise of the Options on ASX:
• $(i)$ There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of Options to shareholders during the currency of the Options. However, the Company will ensure that, for the purpose of determining entitlements to any new issue. Option holders will be notified of the proposed issue at least seven (7) business days before the record date of any proposed issue. This will give Option holders the opportunity to exercise the options prior to the date for determining entitlements to participate in any such issue:
• In the event of any reorganisation of the issued capital of the Company (including $(i)$ consolidation, subdivision, reduction or return of capital) prior to the Expiry Date of the Options, the number of Shares subject to the Options and/or the exercise price of the Options will be varied in accordance with the ASX Listing Rules: and
• $(k)$ In the event that the Company makes a pro rata issue of securities, the exercise price of the options will change in accordance with the formula set out in ASX Listing Rule 6.22.2.

EQITX LIMITED

(ACN 009 188 694)

PROXY FORM

PLEASE COMPLETE IN BLOCK LETTERS

I/We____________________________________

of (address)

being a member of EQITX LIMITED hereby appoint:

(name of proxy)
٥f
(address) or failing him/her the Chairman of the meeting as my/our proxy to vote for me/us on my/our behalf at the General Meeting of EQITX Limited to be held on Wednesday 19 January 2005 at 10.00 am (WST) at the Amberley Business Centre, Level 3, 1060 Hay Street, West Perth, Western Australia and at any adjournment thereof.
If you do not wish to direct your proxy how to vote, please insert (X) in this box. By marking this box, you acknowledge that where the Chairman of the meeting is your proxy, he 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. The Chairman intends to vote undirected proxies in favour of the Resolution.
Should you desire to direct your proxy how to vote on the Resolution please insert (X) in the appropriate box below. An abstention will not be counted for the purposes of calculating the percentage of votes cast for, or against, a motion.
This form is to be used in accordance with the directions below. Unless the proxy is directed, he or she may vote or abstain as he or she thinks fit.
BUSINESS		FOR.	AGAINST	ABSTAIN
Resolution 1
Approval of Placement
If two proxies are being appointed, the proportion of voting rights this proxy represents is __ %. (An additional proxy form will be supplied by the Company on request).
DATED this	day of	2004/5.
SIGNATURE (Individual members)		(Corporate members)
Signature(s)		Director
		Director/Secretary
(Power of attorney)			Sole Director and Sole Company Secretary
Signed for and on behalf of dated Attorney.	under a power of Attorney by and who declares that he/she has not received any revocation of such Power of
Signature of Attorney	Signature of Witness

NOTES:

• $\mathbf{1}$ . A shareholder entitled to attend and vote at the General Meeting is entitled to appoint not more than two persons (including a body corporate) to act as proxies to attend and vote on their behalf. A proxy may, but need not, be a shareholder of EQITX.
• $\overline{2}$ Where more than one proxy is appointed and that appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the shareholder's votes.
• $\mathbf{a}$ If a body corporate is appointed as proxy, the body corporate may appoint a representative to exercise its nowers at the meeting.
• $\overline{4}$ . A proxy is not entitled to vote unless the instrument appointing the proxy and the power of attorney or other attorney (if any) under which it is signed is posted to or deposited at the registered office of EQITX at Amberley Business Centre, Level 3, IBM Building, 1060 Hay Street, West Perth, Western Australia, 6005 or posted to EQITX Limited at PO Box 1592, West Perth, Western Australia, 6872 or sent by facsimile to the Company on (08) 9480 0452 (International + (61 8) 9480 0452) to be received no later than 48 hours before the time for holding the Meeting, or adjourned meeting as the case may be.
• $5.$ The proxy form must be signed by the shareholder(s) or their attorney duly authorised in writing or, if a corporation, executed in accordance with section 127 of the Corporations Act or under the hand of an authorised officer or attorney. If the proxy form is signed by a person who is not a registered shareholder then the relevant authority must either have been exhibited previously with the Company's share registry or be enclosed with his proxy.
• $6.$ EQITX has determined, for the purposes of voting at the Meeting, that EQITX shares will be taken to be held by those shareholders who are registered as holding the shares at 10.00am WST on Monday 17 January 2005. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.