EQUATORIAL RESOURCES LIMITED

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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 Wednesday 18 June 2014 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) 9466 5030.

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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 Wednesday 18 June 2014 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 16 June 2014 at 5.00 pm (WST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 1 of the Explanatory Memorandum.

AGENDA

1. Resolution 1 – Renewal of the Performance Rights Plan

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

"That for the purposes of Listing Rule 7.2, Exception 9, and for all other purposes, Shareholders approve the Performance Rights Plan and the grant of Performance Rights and the issue of Shares under such Performance Rights Plan, which Performance Rights Plan is summarised in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this resolution by a Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) or any associate of such a person.

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.

In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

(a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; or
(b) the person is the Chairman and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairman to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

– 2. Resolution 2 Approval to Vary Terms of Existing Performance Rights

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

"That for the purposes of Listing Rule 6.23.4 and for all other purposes, Shareholders approve an amendment to the Performance Conditions and Expiry Dates of the Performance Rights previously issued to Directors, key employees and key contractors of the Company, on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this resolution by any Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and any of their associates.

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.

A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

(a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; or
(b) the person is the Chairman and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairman to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

3. Resolution 3 – Approval of the Grant of Performance Rights to a Director – Mr John Welborn

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

"Subject to the passing of Resolution 1, that for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of up to 1,000,000 Performance Rights to Mr John Welborn (and/or his nominee) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

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.

A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

(a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; or
(b) the person is the Chairman and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairman to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

4. Resolution 4 – Approval of the Grant of Incentive Options to a Director – Mr John Welborn

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

"That for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 2,000,000 Incentive Options to Mr John Welborn (and/or his nominee) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion:

The Company will disregard any votes cast on this Resolution by Mr John Welborn and any of his associates.

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.

A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

(a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; or
(b) the person is the Chairman and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairman to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

Dated 9 May 2014

BY ORDER OF THE BOARD

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GREG SWAN Company Secretary

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 Wednesday 18 June 2014 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 Resolutions in the Notice.

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

Section 2: Action to be taken by Shareholders

Section 3: Summary

Section 4: Resolution 1 – Renewal of the Performance Rights Plan Section 5: Resolution 2 – Approval to Vary Terms of Existing Performance Rights Section 6: Resolution 3 – Approval of the Grant of Performance Rights to a Director – Mr John Welborn

Section 7 Resolution 4 – Approval of the Grant of Incentive Options to a Director – Mr John Welborn

Schedule 1: Definitions

Schedule 2: Summary of the Performance Rights Plan

Schedule 3 Terms and Conditions of Incentive Options

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 Resolutions.

2.1 Proxies

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 thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

2.2 Voting Prohibition by Proxy Holders (Remuneration of Key Management Personnel)

In accordance with section 250BD of the Corporations Act, a vote on Resolution 1, 2, 3 or 4 must not be cast by a person appointed as a proxy, where that person is either:

(a) a member of the Key Management Personnel; or
(b) a Closely Related Party of such member.

However, a person described above may cast a vote on Resolution 1, 2, 3 or 4 if the vote is not cast on behalf of a person who is excluded from voting on Resolution 1, 2, 3 or 4, and:

(a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(b) the person is the Chairman and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on the resolution, but expressly authorises the Chairman to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

3. Summary

This Meeting has been called by the Board of Equatorial to seek approval for the following matters:

3.1 Resolution 1 – Renewal of Performance Rights Plan

Resolution 1 seeks Shareholder approval to renew the Performance Rights Plan, as required every 3 years under the ASX Listing Rules. The Company last obtained

approval for its Plans when they were adopted on 25 January 2012 and under ASX Listing Rules, that approval will expire on 25 January 2015.

Accordingly, the Company is seeking to "refresh" the approval of the Performance Rights Plan and the Company's ability to issue Performance Rights under the Performance Rights Plan for a period of a further 3 years.

Further details are provided in Section 4 of the Explanatory Memorandum.

3.2 Resolution 2 – Approval to Vary Terms of Existing Performance Rights

Resolution 2 seeks Shareholder approval to vary the terms of the Performance Rights currently on issue, to amend the Performance Conditions and extend the Expiry Dates ( Proposed Amendments ).

The Company has decided to seek approval to amend the Performance Conditions of existing Performance Rights to ensure that the Performance Conditions are correctly aligned with the current strategy and objectives of the Company. The Company has decided to seek approval to extend the Expiry Dates of existing Performance Rights to ensure that key employees and contractors remain motivated and are not disadvantaged by factors beyond their control.

Further details are provided in Section 5 of the Explanatory Memorandum.

3.3 Resolutions 3 and 4 – Approval of the Grant of Performance Rights and Incentive Options to a Director – Mr John Welborn

Resolutions 3 and 4 seek Shareholder approval for the grant of 1,000,000 Performance Rights and 2,000,000 Incentive Options to Mr John Welborn as part of the non-cash long term incentive component of his remuneration as Managing Director and Chief Executive Officer of the Company.

The Board has reviewed Mr Welborn’s remuneration arrangements and has decided to offer Mr Welborn an allocation of Performance Rights and Incentive Options as part of his long term incentive package.

In the Company’s present circumstances, the Board considers that the grant of these Performance Rights and Incentive Options to Mr Welborn is a cost effective and efficient reward for the Company to make to appropriately incentivise the continued performance of Mr Welborn and is consistent with the strategic goals and targets of the Company.

Further details are provided in Sections 6 and 7 of the Explanatory Memorandum.

4. Resolutions 1 – Renewal of the Equatorial Performance Rights Plan

4.1 General

Resolution 1 seeks Shareholder approval, pursuant to Listing Rule 7.2, Exception 9, to renew the Plans, as required every 3 years under the ASX Listing Rules.

To enable Performance Rights issued under the Plans to be exempted from contributing towards the rolling annual limit of 15% of issued Shares prescribed by Listing Rule 7.1, the approval of employee incentive schemes, such as the Plans, must be "refreshed" every three years

The Company last obtained approval under Listing Rule 7.2 Exception 9, when it adopted the Plans on 25 January 2012. Approval under Listing Rule 7.2 Exception 9 lasts for a period of three years and, consequently, that approval will expire on 25 January 2015.

On 25 January 2012, the Company established the Plans, consisting of the Employee Plan and the Contractor Plan, which provide for the issue of Performance Rights to employees (including Directors) and contractors of the Company, to reward superior performance based on materially improved Company performance in terms of growth in the value of the Company and resulting increases in Shareholder value.

The Board has formed the view that the existence of two separate plans, being the Employee Plan and the Contractor Plan, which deal separately with employees and contractors of the Company, creates an administrative burden for the Company. The Board believes that this administrative burden will be overcome by adopting the Performance Rights Plan, which effectively merges the Plans into one consolidated, incentive scheme for contractors and employees of the Company.

Accordingly, the Company is seeking approval of the Performance Rights Plan and the Company's ability to issue Performance Rights under the Performance Rights Plan as an exception to Listing Rule 7.1, for a period of a further 3 years from the date on which Resolution 1 is passed.

A summary of the Performance Rights Plan to be adopted pursuant to Resolution 1 is set out in Schedule 2.

Going forward, and assuming Resolution 1 is passed, the Company intends to use the Performance Rights Plan as its preferred incentive scheme for contractors and employees of the Company. The Company does not intend to issue any further Performance Rights under either the Contractor Plan or the Employee Plan. However, the Contractor Plan and the Employee Plan will continue to exist until such time as all Performance Rights issued under the Contractor Plan and the Employee Plan have either been exercised or lapsed.

4.2 ASX Listing Rules

Listing Rule 7.1 provides that a company must not (subject to specified exceptions), without the approval of shareholders, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as Performance Rights), if the number of those securities exceeds 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.2, Exception 9 operates as one of the exceptions to Listing Rule 7.1. The effect of Shareholder approval under Listing Rule 7.2, Exception 9 is that any issues of securities under the Performance Rights Plan are treated as having been made with the approval of shareholders for the purposes of Listing Rule 7.1. Approval under Listing Rule 7.2, Exception 9 lasts for a period of three years.

4.3 Specific Information Required by Listing Rule 7.2

In accordance with the requirements of Listing Rule 7.2 Exception 9(b), the following information is provided:

(a) a summary of the material terms of the Performance Rights Plan is set out in Schedule 2;
(b) as the Performance Rights Plan is being approved for the first time, no securities have been issued under it. However, given that the Performance

Rights Plan is designed to replace the Contractor Plan and the Employee Plan, the Company advises that the following Performance Rights have been granted under those Plans since they were approved on 25 January 2012:

(i) Employee Plan: 2,975,000 Performance Rights; and

(ii) Contractor Plan: 285,000 Performance Rights; and

– 5. Resolution 2 Approval to Vary Terms of Existing Performance Rights

5.1 General

Resolution 2 seeks Shareholder approval to vary the terms of the Performance Rights currently on issue, to amend the Performance Conditions and extend the Expiry Dates.

The Company has decided to seek approval to amend the Performance Conditions of existing Performance Rights to ensure that the Performance Conditions are correctly aligned with the current strategy and objectives of the Company and to extend the Expiry Dates of existing Performance Rights to ensure that key employees and contractors remain motivated and are not disadvantaged by factors beyond their control.

As noted in Section 4, on 25 January 2012, the Company received Shareholder approval to establish the Plans. The Company has since issued a number of Performance Rights to Directors, key employees, and key contractors under the Plans.

At the date of this Notice, the Company had the following Performance Rights on issue with the following Performance Conditions and Expiry Dates:

Original Performance Condition	Original Expiry Date	Held by Mr John Welborn (Director)	Held by Employees (non- Directors)	Held by Contractors (non- Directors)	Total
Feasibility Study Milestone: means a positive feasibility study prepared independently and which demonstrates that mining of iron ore can be economically undertaken within the Company's projects.	30 September 2014	300,000	660,000	190,000	1,150,000
Production Milestone:means production of iron ore from the Company's projects on a commercially sustainable basis.	31 December 2015	700,000	980,000	285,000	1,965,000
	Total	1,000,000	1,640,000	475,000	3,115,000

In relation to the Original Performance Conditions above, the term ‘feasibility study’ means a comprehensive technical and economic study (including a preliminary feasibility study) which assesses sufficient aspects of the development, construction and operation of a mine and associated treatment facilities.

If the Performance Condition of a Performance Right is satisfied prior to the relevant Expiry Date, the Performance Right will vest and result in the issue of one Share in the

Company for each Performance Right. If the Performance Condition of a Performance Right is not achieved by the Expiry Date then the Performance Right will lapse.

The Company considered cancelling the existing Performance Rights and re-issuing new Performance Rights, however the Company decided to seek approval to amend the existing Performance Rights instead to ensure transparency for Shareholders. It is in Shareholders’ interests to approve the Proposed Amendments as it will ensure that key employees and contractors remain motivated and are not disadvantaged by factors beyond their control and will ensure that the Performance Conditions are correctly aligned with the current strategy and objectives of the Company.

5.2 Proposed Amendments

Resolution 2 seeks Shareholder approval to amend the respective Performance Conditions ( Performance Condition Amendment ) and extend the respective Expiry Dates by which the Performance Conditions must be satisfied ( Expiry Date Amendment ), so that the existing Performance Rights will have the Performance Conditions and Expiry Dates as set out in the table below under the headings "Amended Performance Condition" and "Amended Expiry Date":

Amended Performance Condition	Amended Expiry Date	No. of Performance Rights on issue
Feasibility Study Milestone:means announcement of a positive Feasibility Study on the Project or announcement of a positive Project Financing on the Project.	30 June 2015	1,150,000
Production Milestone:means announcement of a positive Decision to Mine being made on the Project or Production having commenced in respect of the Project.	31 December 2016	1,965,000
	Total	3,115,000

In relation to the Amended Performance Conditions above, the following terms have the following meanings:

Decision to Mine means a decision being taken in respect of a deposit to commence mining operations and achieve production on a commercially sustainable basis in respect of which all necessary financing, approvals and licenses have been obtained, including a Mining Licence and a Mining Convention Agreement.

Feasibility Study means a comprehensive technical and economic study (including either a preliminary feasibility study or definitive feasibility study) which assesses sufficient aspects of the development, construction and operation of a mine and associated infrastructure in accordance with the provisions of the JORC Code.

JORC Code means the Joint Ore Reserves Committee's Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2012 Edition).

Production means the production of iron ore from a deposit on a commercially sustainable basis in respect of which all necessary financing, approvals and licenses have been obtained, including a Mining Licence and a Mining Convention Agreement.

Project means the Mayoko-Moussondji Iron Project located in the south west region of the Republic of Congo.

Project Financing means completion of a transaction or series of transactions under which the development, construction or operation of a mine and associated infrastructure is financed or partly financed, including without limitation, any sale, transfer, farm-in, farm-out, joint venture arrangement or other disposal of all or a portion of the direct or indirect ownership interest of the Project, and where the Transaction Amount is greater than A$50 million.

Transaction Amount means the amount equal to the value of all proceeds, consideration, or loans paid, contributed or due to be paid or contributed plus any unconditional and irrevocable deferred proceeds, consideration, or loans due to be paid or contributed from a transaction or series of transactions.

5.3 Reasons for the Performance Condition Amendment

The Company has decided to seek approval for the Performance Condition Amendment to ensure that the Performance Conditions are correctly aligned with the current objectives of the Company.

Feasibility Study Milestone

The proposed Performance Condition Amendment clarifies the definition of a Feasibility Study and provides that the Feasibility Study Milestone will be satisfied if a positive Project Financing is announced.

In July 2013, the Company announced the results of a Scoping Study for the MayokoMoussondji Iron Project ( Project ) in the Republic of Congo, which delivered excellent results and demonstrated robust project fundamentals. The Scoping Study built on the Company’s three stage development plan for the Project and identified opportunities for further operational refinements and partnerships.

Since completion of the Scoping Study in July 2013, the Company has completed a number of key milestones, including:

(a) Completing a Mineral Resource upgrade for the Project – in December 2013 the Company announced a significant increase to the hematite Mineral Resource at the Project; and
(b) Lodging a Mining Licence Application for the Project – in December 2013 the Company announced that it had lodged a Mining Licence Application with the Republic of Congo Government which, once granted, will provide the Company with exclusive rights for 25 years to develop and mine the Project.

The Mining Licence Application included a feasibility study completed by the Company in accordance with guidelines in the Republic of Congo Mining Code and related legislation. The feasibility study was not prepared in accordance with the JORC Code. As a result there is some uncertainty as to whether the completed feasibility study satisfies the original Feasibility Study Milestone Performance Condition. The proposed Performance Condition Amendment clarifies this issue by amending the definition of Feasibility Study so that it is required to have been completed in accordance with the JORC Code.

There are also various development pathways for the Project which may not require a Feasibility Study prepared in accordance with the JORC Code. For this reason the Company proposes to amend the Feasibility Study Milestone so that it will be satisfied if a positive Project Financing is announced for the Project. The Company intends to secure the support of a suitable strategic partner (at either a corporate or project level) or project funding, to enable the preferred development scenario for the Project. The Company believes that the announcement of a positive Project Financing should satisfy

the Feasibility Study performance condition, on the basis that the purpose of a Feasibility Study is generally to support the obtaining of Project Financing. This will ensure holders of Performance Rights are not disadvantaged by the Company’s chosen development pathway and that the work completed to support Project Financing of the Project is appropriately rewarded.

The proposed amendment to the Feasibility Study Milestone Performance Condition will ensure that it is correctly aligned with the current objectives of the Company.

Production Milestone

The proposed Performance Condition Amendment clarifies that the Production Milestone Performance Condition will be satisfied upon production of iron ore from the Project on a commercially sustainable basis, or upon a positive Decision to Mine being announced.

The Production Milestone is designed to reward management for progressing the Project into production. The proposed Performance Condition Amendment recognises that there are a number of significant steps to eventual production of iron ore from the Project on a commercially sustainable basis and that the appropriate milestone for management is the completion of all work required for a positive Decision to Mine being made. This work includes the granting of a Mining Licence, the negotiation and approval of a Mining Convention, and securing finance for the Project.

The granting of all required licences and approvals to enable a Decision to Mine, including the Mining Licence and the Mining Convention, are fundamental milestones required to progress the development of the Project.

The proposed changes to the Production Milestone Performance Condition will ensure that the Production Milestone Performance Condition is correctly aligned with the current objectives of the Company.

5.4 Reasons for the Expiry Date Amendment

The Company has decided to seek approval for the Expiry Date Amendment to ensure that key employees and contractors remain motivated and are not disadvantaged by factors beyond their control.

The amendment to the Feasibility Milestone Performance Condition will require additional work to upgrade the completed Mining Licence Application feasibility study into a Feasibility Study in accordance with the JORC Code. This work will be conducted contemporaneously to the Company’s efforts to secure the support of a suitable strategic partner (at either a corporate or project level) or project funding to enable the development of the preferred production scenario for the Project. The proposed extension to the Feasibility Study Milestone expiry date recognises this additional work and the time it may require.

The Company is working closely with the relevant Republic of Congo government departments to progress the Mining Licence Application for the Project which will enable negotiations for a Mining Convention Agreement and the commercial terms for rail and port access to commence. Finalisation of a Mining Convention Agreement will then allow for a Decision to Mine to occur and the fast tracking of production at the Project. The Republic of Congo is a relatively investment friendly country with a focus on developing a mining industry. It remains a jurisdiction with a number of challenges which require specific skill sets and dedication and commitment to overcome. The proposed extension to the Production Milestone expiry date recognises the exact timeline of receiving government approval is beyond the control of the Company or the Company’s staff and contractors.

The Company does not envisage that it will necessarily require the additional 9 months to satisfy the Feasibility Study Milestone or the additional 12 months to satisfy the Production Milestone. However, the Company has decided to seek Shareholder approval for the extension of the Expiry Dates to ensure that key employees and contractors remain motivated and are not disadvantaged by factors beyond their control.

5.5 ASX Listing Rules

Listing Rule 6.2.23 provides that a change which has the effect of reducing the exercise price, increasing the period for conversion, or increasing the number of securities received on exercise of an option or conversion of a right, cannot be made. On 14 March 2014, ASX granted the Company a waiver in respect of Listing Rule 6.23.3 to allow the Expiry Date Amendment, subject to Shareholder approval being obtained in respect of the Expiry Date Amendment. Accordingly, Shareholder approval for the Expiry Date Amendment is being sought pursuant to Resolution 2.

As noted above, Listing Rule 6.23.3 prohibits certain changes to the terms of Performance Rights. The Performance Condition Amendment is not prohibited by Listing Rule 6.23.3. However, Listing Rule 6.23.4 requires that a change which is not prohibited under Listing Rule 6.23.3 can only be made with Shareholder approval. Accordingly, Shareholder approval, in accordance with Listing Rule 6.24.4, is being sought for the Performance Condition Amendment pursuant to Resolution 2.

A voting exclusion statement in respect of Resolution 2 is set out in the Notice.

– 6. Resolution 3 Approval of the Grant of Performance Rights to a Director – Mr John Welborn

6.1 General

Resolution 3 seeks Shareholder approval, pursuant to Listing Rule 10.14, for the grant a total of up to 1,000,000 Performance Rights to Mr Welborn (and/or his nominee), under the Performance Rights Plan, as part of the long term incentive component of his remuneration as Managing Director and Chief Executive Officer of the Company.

In the Company’s present circumstances, the Board considers that the grant of these Performance Rights to Mr Welborn is a cost effective and efficient reward for the Company to make to appropriately incentivise the continued performance of Mr Welborn and is consistent with the strategic goals and targets of the Company.

Mr John Welborn was appointed Managing Director and Chief Executive Officer of the Company on 6 August 2010.

During the 2013 financial year Mr Welborn voluntarily advised the Board he did not wish to be considered for his discretionary annual bonus for the 2013 financial year in recognition of the difficult market conditions the Company was experiencing.

On 31 December 2013, 2,000,000 incentive options previously granted to Mr Welborn expired. These incentive options were part of Mr Welborn’s long term incentive option package granted following Shareholder approval at a General Meeting held on 18 August 2010.

Following the expiry of Mr Welborn’s incentive options the Board has reviewed Mr Welborn’s remuneration arrangements and has decided to offer Mr Welborn a revised long term incentive package in the form of additional Performance Rights and new Incentive Options.

The Company has set performance criteria for these Performance Rights to ensure that they only vest upon achievement of fundamental milestones that will the drive the long term value of the Company’s securities. The performance criteria are the satisfaction of the Feasibility Study Milestone and the Production Milestone.

The principal terms of the Performance Rights to be granted to Mr Welborn are summarised in Schedule 2.

The Performance Rights will be granted to Mr Welborn (and/or his nominee) with the following Performance Conditions and Expiry Dates:

Tranche	Performance Condition	Expiry Date	Allocation to Mr John Welborn
1.	Feasibility Study Milestone:means announcement of a positive Feasibility Study on the Project or announcement of a positive Project Financing on the Project.	30 June 2015	700,000
2.	Production Milestone:means an announcement of a positive Decision to Mine being made on the Project.	31 December 2016	300,000
		Total	1,000,000

If the Performance Condition of a Performance Right is satisfied prior to the relevant expiry date, the Performance Right will vest and result in the issue of one Share in the Company for each Performance Right. If the Performance Condition of a Performance Right is not achieved by the expiry date, then the Performance Right will lapse.

Resolution 3 is an ordinary resolution. Resolution 3 is conditional on the approval of Resolution 1. If Resolution 1 is not passed, no Performance Rights will be granted to Mr Welborn under Resolution 3.

6.2 ASX Listing Rules

Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire securities under an employee incentive scheme without the approval of ordinary shareholders:

(a) a director;
(b) an associate of a director; or
(c) a person whose relationship with the entity or a person referred to in (a) or (b) above is, in ASX's opinion, such that approval should be obtained.

Resolution 3 seeks Shareholder approval, pursuant to Listing Rule 10.14, for the proposed grant of the Performance Rights to Mr Welborn (and/or his nominee), because Mr Welborn is a Director.

As Shareholder approval is sought under Listing Rule 10.14, approval under Listing Rule 7.1 is not required. Accordingly, the grant of Performance Rights to Mr Welborn, pursuant to Resolution 3, will not reduce the Company's 15% capacity for the purposes of Listing Rule 7.1.

6.3 Specific information required by Listing Rule 10.15

Listing Rule 10.15 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval for the grant of the Performance Rights to Mr Welborn (and/or his nominee):

(a) the Performance Rights will be granted to Mr Welborn, Managing Director and Chief Executive Officer of the Company (and/or his nominee);
(b) the maximum number of Performance Rights to be granted to Mr Welborn pursuant to Resolution 3 is 1,000,000. The actual number of Performance Rights that vest is dependent on the achievement of the Performance Conditions as described above;
(c) the Performance Rights will be granted as incentive Performance Rights and will be granted for nil cash consideration. The exercise price of the Performance Rights will also be nil consideration;
(d) as the Performance Rights Plan is only being approved pursuant to Resolution 1, no person has received securities under the Performance Rights Plan. However, given that the Performance Rights Plan is intended to replace the Contractor Plan and the Employee Plan, the Company advises that the persons referred to in Listing Rule 10.14 who have received securities under the those Plans, since they were approved on 25 January 2012, is as follows:

Name	Number of Performance Rights	Acquisition Price
Mr John Welborn (Director)	1,000,000	Nil

(e) under the rules of the Performance Rights Plan, Eligible Employees (including Directors) and Eligible Contractors, as determined by the Board, are entitled to participate in the Performance Rights Plan;

(f) a voting exclusion statement is included in the Notice;
(g) there is no loan associated with the grant of the Performance Rights; and
(h) the Company will grant the Performance Rights no later than 12 months (or such longer period of time as ASX may in its discretion allow) after the date of the Meeting.

– 7. Resolution 4 Approval of the Grant of Incentive Options to a Director – Mr John Welborn

7.1 General

Resolution 4 seeks Shareholder approval, pursuant to Listing Rule 10.11, for the grant of up to 2,000,000 Incentive Options to Mr Welborn (and/or his nominee), as part of the long term incentive component of his remuneration as Managing Director and Chief Executive Officer of the Company.

In the Company’s present circumstances, the Board considers that the grant of these Incentive Options to Mr Welborn is a cost effective and efficient reward for the Company to make to appropriately incentivise the continued performance of Mr Welborn and is consistent with the strategic goals and targets of the Company.

Mr John Welborn was appointed Managing Director and Chief Executive Officer of the Company on 6 August 2010.

There are no specific performance criteria on the Incentive Options as, given the speculative nature of the Company’s activities and the small management team responsible for its running, it is considered the performance of Mr Welborn and the performance and value of the Company are closely related. As such, the Incentive Options granted will generally only be of benefit if Mr Welborn performs to the level whereby the value of the Company increases sufficiently to warrant exercising the Incentive Options.

The Incentive Options will be granted to Mr Welborn (and/or his nominee) on the Terms and Conditions set out in Schedule 3.

Resolution 4 is an ordinary resolution.

7.2 ASX Listing Rules

In accordance with Listing Rule 10.11, the Company must not issue securities to a related party of the Company unless it obtains Shareholder approval.

The effect of passing Resolution 4 will be to allow the Company to issue 2,000,000 Incentive Options to Mr John Welborn (and/or his nominee) without using up the Company's 15% placement capacity under Listing Rule 7.1.

7.3 Specific information required by Listing Rule 10.13

Listing Rule 10.13 requires that the following information be provided to Shareholders:

(a) the Incentive Options will be issued to Mr John Welborn (and/or his nominee);
(b) the maximum number of Incentive Options that will be issued to Mr Welborn pursuant to Resolution 4 is 2,000,000 Incentive Options;
(c) the Incentive Options will be issued no later than 1 month (or such longer period of time as ASX may in its discretion allow) after the date of the Meeting;
(d) each Incentive Option will be granted for nil consideration;
(e) each Incentive Option has an exercise price of 1.26 times the 5 day VWAP of Shares up to and including the date of the Meeting and is exercisable on or before the date which is 18 months from the date of grant, and is otherwise subject to the terms and conditions set out in Schedule 3;
(f) a voting exclusion statement is included in the Notice; and
(g) as the Incentive Options are being issued for nil consideration, no funds are being raised from the issue.

Schedule 1 - Definitions

In this Explanatory Memorandum and Notice

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited.

Board means the board of Directors.

Closely Related Party means:

(a) a spouse or child of the member; or

(b) has the meaning given in section 9 of the Corporations Act.

Contractor Plan means the Equatorial Resources Limited Contractor Performance Rights Plan, adopted on 25 January 2012.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Eligible Contractor has the meaning given to that term in Schedule 2.

Eligible Employee has the meaning given to that term in Schedule 2.

Employee Plan means the Equatorial Resources Limited Employee Performance Rights Plan, adopted on 25 January 2012.

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

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

JORC Code means the Joint Ore Reserves Committee's Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2012 Edition).

Listing Rules means the listing rules of ASX.

Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

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

Notice means this notice of meeting.

Incentive Option means an option to subscribe for a Share on the terms and conditions set out in Schedule 3.

Performance Condition has the meaning given in Section 5.

Performance Right means a performance right granted under the Contractor Plan, the Employee Plan or the Performance Rights Plan.

Performance Rights Plan means the Equatorial Resources Limited Performance Rights Plan, as summarised in Schedule 2.

Plans means the Contractor Plan and the Employee Plan.

Project means the Mayoko-Moussondji Iron Project located in the south west region of the Republic of Congo.

Proposed Amendments has the meaning given in Section 3.2.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution contained in this Notice.

Schedule means a schedule to 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.

Takeover Bid has the meaning given to that term in section 9 of the Corporations Act.

VWAP means volume weighted average price.

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.

Schedule 2 – Summary of Performance Rights Plan

Information about the Performance Rights Plan is set out below. A copy of the Performance Right Plan can be obtained by contacting the Company.

Outline of the Performance Rights Plan

This section gives a brief outline of how the Board intends to implement initial participation under the rules of the proposed Performance Rights Plan.

Participation

Carefully designed, performance linked, equity plans are widely considered to be very effective in providing long term incentives to staff. As well, they are used to attract and retain staff by providing them with the opportunity to participate in the creation of a valuable personal asset – a financial stake in the Company.

As part of the Company's strategy, the Board wishes to be in a position to grant Performance Rights under the Performance Rights Plan to employees (including Directors) and eligible contractors. A Performance Right is a right to be issued a Share upon satisfaction of certain performance conditions that are attached to the Performance Right, as determined by the Board. In accordance with the requirements of the Listing Rules, prior Shareholder approval will be required before any Director or related party of the Company can participate in the Plans.

Overview of the Plan rules and terms and conditions

The Board is cognizant of general Shareholder concern that long-term equity based rewards for staff should be linked to the achievement by the Company of a performance condition. Performance Rights granted under the Performance Rights Plan to eligible participants will be subject to performance conditions as determined by the Board from time to time. These performance conditions must be satisfied in order for the Performance Rights to vest. Upon Performance Rights vesting, Shares are automatically issued.

The Board considers the Performance Rights Plan a crucial mechanism to encourage and retain high level executive, employee and contractor performance. The Board intends to implement the Performance Rights Plan, and set the performance conditions, in a manner designed to incentivise and reward high level executive, employee and contractor performance.

The main features of the Performance Rights Plan (and the terms and conditions to be attached to the Performance Rights Plan) are summarised as follows:

Eligible Participants: The eligible participants under the Performance Rights Plan are:

(a) full time employees and permanent part-time employees (including Directors) of the Company and its subsidiaries ( Eligible Employees ); and
(b) contractors engaged by the Company and its subsidiaries who are determined by the Board to be eligible participants for the purposes of the Contractor Plan ( Eligible Contractors ).

In accordance with the Listing Rules, prior Shareholder approval will be required before any Director or related party of the Company can participate in the Performance Rights Plan and be granted Performance Rights.

Compliance with ASIC Class Order: An offer of Performance Rights may only be made under the Performance Rights Plan if the number of Shares that may be acquired on exercise of those Performance Rights, when aggregated with:

(a) the number of Shares which would be issued if each outstanding offer, right or option to acquire unissued Shares, being an offer made or right or option acquired pursuant to the Performance Rights Plan or any other incentive schemes, were to be accepted or exercised (as the case may be); and
(b) the number of Shares issued during the previous 5 years pursuant to the Performance Rights Plan or any other incentive schemes;

but disregarding an offer made, or Performance Right acquired or Share issued by way of or as a result of:

(c) an offer to a person situated at the time of receipt of the offer outside Australia;
(d) an offer that did not need disclosure to investors because of section 708 of the Corporations Act. Section 708 exempts the requirement of a disclosure document for the issue of securities in certain circumstances to investors who are deemed to have sufficient investment knowledge to make informed decisions, including professional investors, sophisticated investors and senior managers of the Company; or
(e) an offer made under a disclosure document,

does not exceed 5% (or such other maximum permitted under any ASIC Class Order providing relief from the disclosure regime of the Corporations Act) of the total number of issued Shares as at the time of the offer.

Aggregate Cap on Performance Rights: An offer of Performance Rights may only be made under the Performance Rights Plan if the number of Shares that may be issued on exercise of the Performance Rights, when aggregated with:

(a) the number of Shares issuable if each outstanding Performance Right was exercised into Shares; and
(b) the number of Shares issued during the previous 3 years pursuant to the Performance Rights Plan,

does not exceed 5% of the total number of issued Shares as at the time of the offer.

Individual Limits: The Performance Right Plan does not set out a maximum number of Shares that may be made issuable to any one person or company.

Consideration Payable: Performance Rights will be issued for no consideration and no amount will be payable upon exercise thereof.

Offer and Performance Conditions: The Performance Rights issued under the Plans to eligible participants will be subject to performance conditions, determined by the Board from time to time and expressed in a written offer letter ( Offer ) made by the Company to the eligible participant which is subject to acceptance by the eligible participant within a specified period. The performance conditions may include one or more of (i) service to the Company of a minimum period of time (ii) achievement of specific performance conditions by the participant and/or by the Company (iii) a vesting period following satisfaction of performance conditions before the Performance Rights vest, or (iv) such other performance conditions as the Board may determine and set out

140509-EQX-ASX-Notice of Meeting

in the Offer. The Board in its absolute discretion determines whether performance conditions have been met.

Milestone Date, Expiry Date & Lapse: Performance Rights will have an expiry date as the Board may determine in its absolute discretion and specify in the Offer. The Board is not permitted to extend an expiry date without Shareholder approval.

The performance conditions of Performance Rights will have a milestone date as determined by the Board in its absolute discretion and will be specified in the Offer. The Board shall have discretion to extend a milestone date where the Board (in its sole discretion) considers that unforeseen circumstances or events have caused a delay in achieving the performance condition by the milestone date. The Board shall not be permitted to extend the milestone date beyond the expiry date of the Performance Rights.

If a performance condition of a Performance Right is not achieved by the earlier of the milestone date or the expiry date then the Performance Rights will lapse. A Performance Right will also lapse if the Board determines the participant ceases to be an Eligible Employee or an Eligible Contractor for any reason (other than as a result of retirement, disability, bona fide redundancy or death).

Retirement, Disability, Redundancy, Death or Removal as a Director: Under the Performance Rights Plan, upon the retirement, total and permanent disability, bona fide redundancy, death of a participant or, in the case of Directors who are participants, removal from office as a Director, then in respect of those Performance Rights which have not satisfied the performance condition but have not lapsed, then the participant shall be permitted to continue to hold those Performance Rights as if the participant was still an Eligible Employee.

Forfeiture: If a participant acts fraudulently or dishonestly or is in breach of his or her obligations to the Company, the Board will have the discretion to deem any Performance Rights to have lapsed and deem any Performance Rights that have become Shares to be forfeited. In the event the underlying Shares have been sold by the participant, the participant will be required to pay all or part of the net proceeds of that sale to the Company.

Assignment: Without prior approval of the Board, Performance Rights may not be transferred, assigned or novated, except, upon death, a participant's legal personal representative may elect to be registered as the new holder of such Performance Rights and exercise any rights in respect of them.

Takeover Bid or Change of Control: All Performance Rights automatically vest in the event of:

(a) Court orders a meeting to be held in relation to a proposed compromise or arrangement for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with any other company or companies and the shareholders of the Company approve the proposed compromise or arrangement at such meeting;
(b) a takeover bid (as defined in the Corporations Act) is announced, has become unconditional and the person making the takeover bid has a relevant interest in 50% or more of the shares in the Company; or
(c) any person acquires a relevant interest in 50.1% or more shares in the Company by any other means.

140509-EQX-ASX-Notice of Meeting

Alteration in Share Capital: Appropriate adjustments will be made to the number of Performance Rights in accordance with the Listing Rules in the event of a reconstruction of the share capital of the Company, such as a share consolidation, share split or other reduction of capital.

Pro Rata Issue of Securities: If, during the term of any Performance Rights, the Company makes a pro rata issue of securities to the Company's shareholders by way of a rights issue, the holder thereof shall be entitled to participate in the rights issue on the same terms as the Company's shareholders as if the holder held that number of Shares equal to the number of Shares issuable to the holder if all of the holder's Performance Rights were exercised prior to the record date for determining entitlement under the pro rata issue.

A holder will not be entitled to any adjustment to the number of Shares he or she is entitled to under any Performance Rights or adjustment to any performance condition which is based, in whole or in part, upon the Company’s Share price, as a result of the Company undertaking a rights issue.

Bonus Issue: If, during the term of any Performance Rights, the Company completes a bonus issue, the number of Shares each Performance Rights holder is then entitled, shall be increased by that number of securities which the holder would have been issued if the Performance Rights then held by the holder were exercised immediately prior to the record date for the bonus issue.

Participation in other Opportunities: There are no participation rights or entitlements inherent in the Performance Rights though the Company will use its reasonable endeavours to ensure that each holder is given an opportunity to participate on the same basis as if his or her Performance Rights had been exercised.

Termination, Suspension or Amendment: The Board may terminate, suspend or amend the Plan at any time subject to any resolution of the Company required by the Listing Rules.

140509-EQX-ASX-Notice of Meeting

Schedule 3 – Terms and Conditions of Incentive Options

1. Entitlement

Each Incentive Option entitles the holder ( Holder ) to subscribe for one ordinary share ( Share ) in the Company upon exercise.

2. Exercise Price and Expiry Date

(a) The exercise price of each Incentive Option is 1.26 times the 5 day VWAP of Shares up to and including the date of the Meeting ( Exercise Price ).
(b) The expiry date of each Incentive Option is 18 months from the date of grant ( Expiry Date ).

3. Exercise Period

(a) Each Incentive Option is exercisable at any time after the date of grant of the Incentive Option and before the Expiry Date ( Exercise Period ).

Notice of Exercise

Incentive Options may be exercised during the Exercise Period by notice in writing to the Company and payment of the Exercise Price for each Incentive Option being exercised. Any notice of exercise of an Incentive Option received by the Company will be deemed to be a notice of the exercise of that Incentive Option as at the date of receipt.

5. Shares issued on exercise

Shares issued on exercise of the Incentive Options rank equally with the then issued shares of the Company.

6. Quotation of Shares on exercise

Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Incentive Options.

7. Timing of issue of Shares and quotation of Shares on exercise

Within 15 Business Days after the later of the following:

(a) receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Incentive Option being exercised; and
(b) the earlier to occur of:
(i) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information; or
(ii) the Holder elects that the Shares to be issued pursuant to the exercise of the Incentive Options will be subject to a holding lock for a period of 12 months,

the Company will:

(c) allot and issue the Shares pursuant to the exercise of the Incentive Options;
(d) in the circumstances where clause 7(b)(i) applies, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act or lodge a prospectus with ASIC that qualifies the Shares issued upon exercise of the Incentive Options for resale under section 708A(11) of the Corporations Act;
(e) in the circumstances where clause 7(b)(ii) applies, apply a holding lock in accordance with clause 8 in respect of the Shares issued upon exercise of the Incentive Options; and
(f) apply for official quotation on ASX of Shares issued pursuant to the exercise of the Incentive Options.

8. Holding lock

(a) The Holder may make an election pursuant to clause 7(b)(ii) at any time following delivery of a Notice of Exercise and payment of the Exercise Price for each Incentive Option being exercised.
(b) If the Holder makes an election pursuant to clause 7(b)(ii), then:
(i) the Company will apply a holding lock on the Shares to be issued;
(ii) the Company shall release the holding lock on the Shares on the earlier to occur of:
- (A) the date that is 12 months from the date of issue of the Shares; or
- (B) the date the Company issues a disclosure document that qualifies the Shares for trading in accordance with section 708A(11); or
- (C) the date a transfer of the Shares occurs pursuant to clause 8(b)(iii); and
(iii) the Shares shall be transferable by the Holder and the holding lock will be lifted provided that the transfer of the Shares complies with section 707(3) of the Corporations Act and the transferee of the Shares agrees to the holding lock applying to the Shares following their transfer for the balance of the period in clause 8(b)(ii).
(c) Subject to compliance with the Corporations Act (including but not limited to section 707(3)), the Holder may, in relation to Shares which are the subject of a holding lock imposed under clause 8(b)(i):
(i) accept a takeover bid made under Chapter 6 of the Corporations Act if the takeover bid has become free of any defeating conditions (other than a condition in respect of the events listed in section 652C of the Corporations Act);
(ii) have their Shares transferred or cancelled as part of the transfer or cancellation of all of the Company's Shares as part of a scheme of arrangement under Part 5.1 of the Corporations Act; or
(iii) otherwise deal with their Shares as may be required by applicable law or order of a court of competent jurisdiction,

and the Company must ask its share registry to remove the holding lock to allow the Holder to deal with its Shares under this clause 8(c).

9. Participation in new issues

(a) There are no participation rights or entitlements inherent in the Incentive Options and Holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Incentive Options.
(b) However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least ten business days after the issue is announced. This will give the holders of Incentive Options the opportunity to exercise their Incentive Options prior to the date for determining entitlements to participate in any such issue.

10. Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

(a) the number of Shares which must be issued on the exercise of an Incentive Option will be increased by the number of Shares which the Holder would have received if the Holder had exercised the Incentive Option before the record date for the bonus issue; and
(b) no change will be made to the Exercise Price.

11. Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of an Incentive Option will be reduced according to the following formula:

New exercise price = O - E[P-(S+D)] N+1

O = the old Exercise Price of the Incentive Option.

E = the number of underlying Shares into which one Incentive Option is exercisable.
P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
S = the subscription price of a Share under the pro rata issue.
D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).
N = the number of Shares with rights or entitlements that must be held to receive a right to one new share.

12. Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Holders may be varied to comply the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction.

13. Quotation of Incentive Options

No application for quotation of the Incentive Options will be made by the Company.

14. Incentive Options transferable

Subject to compliance with the Corporations Act (including but not limited to section 707(3)), the Incentive Options are transferable.

EQUATORIAL RESOURCES LIMITED ABN 50 009 188 694

PROXY FORM (Please complete both pages and sign where indicated overleaf)

The Company Secretary	The Company Secretary
Equatorial Resources Limited
*By delivery:*			*By post:*	*By facsimile:*
Level 2, 28 The Esplanade			PO Box 2519	+61 8 9466 5029
PERTH WA 6000			PERTH WA 6831
Name of
Shareholder:
Address of
Shareholder:
Number of Shares
entitled to vote:
Please mark 	to	indicate your directions. Please indicate your voting instructions overleaf. Further
instructions for completing			the form are also provided overleaf.
Proxy appointments will only be valid and accepted by the Company if they are made and received no later than
48 hours before the	Meeting.
Step 1 – Appoint a Proxy to			Vote on Your Behalf
I/We being Shareholder/s of the Company hereby appoint:
The Chairman of the Meeting (mark			ORif you areNOTappointing the Chairman of the Meeting as your proxy, please write the name of the
box)			person or body corporate (excluding the registered
			shareholder) you are appointing as your proxy

or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the General Meeting of the Company to be held at 10:00 am (Perth time) on Wednesday 18 June 2014, at the Plaza Level, BGC Centre, 28 The Esplanade, Perth Western Australia and at any adjournment or postponement of that Meeting.

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.

Important – If the Chairman is your proxy or is appointed your proxy by default

The Chairman of the Meeting intends to vote undirected proxies in favour of Resolutions 1, 2, 3 and 4.

If the Chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote in respect of Resolutions 1, 2, 3 and 4 under Step 2 below, please place a mark in the box on the left.

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 Resolutions 1, 2, 3 and 4, and that votes cast by the Chairman of the Meeting for those Resolutions, other than as proxy holder, would 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 Resolutions 1, 2, 3 and 4, and your votes will not be counted in calculating the required majority if a poll is called on any of Resolutions 1, 2, 3 or 4.

The Chairman intends to vote all available proxies in favour of Resolutions 1, 2, 3 and 4. If the Chairman is your proxy or is appointed your proxy by default, unless you indicate otherwise by ticking either the 'for', 'against' or 'abstain' box in relation to Resolutions 1, 2, 3 and 4, you will be authorising the Chairman to vote in accordance with the Chairman's voting intentions on the Resolution, even if the Resolution is connected directly or indirectly with the remuneration of a member of Key Management Personnel.

Step 2 – Instructions as to Voting on Resolutions

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

	For	Against	Abstain
Renewal of the Performance Rights Plan

		For	Against	Abstain
Resolution 1	Renewal of the Performance Rights Plan
Resolution 2 Approval to Vary Terms of Existing Performance Rights
Resolution 3 Approval of the Grant of Performance Rights to a Director – Mr John Welborn
Resolution 4 Approval of the Grant of Incentive Options to a Director – Mr John Welborn

Authorised signature/s

This section must be signed in accordance with the instructions below to enable your voting instructions to be implemented.

Authorised signature/s This section *must* be signed in accord implemented.	ance with the instructions below to ena	ble your voting instructions to b
Individual or Shareholder 1 Sole Director and Sole Company Secretary ____ Contact Name	Shareholder 2 Director _____ Contact Daytime Telephone	Shareholder 3

		Director/Company Secretary _______ Date

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 2, 28 The Esplanade, Perth, WA, 6000, or by post to PO Box 2519, Perth, WA, 6831 or Facsimile (08) 9466 5029 if faxed from within Australia or +618 9466 5029 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the Meeting (WST).

AI assistant

EQUATORIAL RESOURCES LIMITED — Proxy Solicitation & Information Statement 2014

64870_rns_2014-05-08_1311d755-585b-4ba9-85aa-eb65ad6e70e5.pdf

A B N 5 0 0 0 9 1 8 8 6 9 4

NOTICE OF GENERAL MEETING

EQUATORIAL RESOURCES LIMITED

A B N 5 0 0 0 9 1 8 8 6 9 4

NOTICE OF GENERAL MEETING

AGENDA

1. Resolution 1 – Renewal of the Performance Rights Plan

Voting Exclusion

– 2. Resolution 2 Approval to Vary Terms of Existing Performance Rights

Voting Exclusion

3. Resolution 3 – Approval of the Grant of Performance Rights to a Director – Mr John Welborn

Voting Exclusion

4. Resolution 4 – Approval of the Grant of Incentive Options to a Director – Mr John Welborn

Voting Exclusion:

BY ORDER OF THE BOARD

EQUATORIAL RESOURCES LIMITED

A B N 5 0 0 0 9 1 8 8 6 9 4

EXPLANATORY MEMORANDUM

1. Introduction

2. Action to be taken by Shareholders

2.1 Proxies

2.2 Voting Prohibition by Proxy Holders (Remuneration of Key Management Personnel)

3. Summary

3.1 Resolution 1 – Renewal of Performance Rights Plan

3.2 Resolution 2 – Approval to Vary Terms of Existing Performance Rights

3.3 Resolutions 3 and 4 – Approval of the Grant of Performance Rights and Incentive Options to a Director – Mr John Welborn

4. Resolutions 1 – Renewal of the Equatorial Performance Rights Plan

4.1 General

4.2 ASX Listing Rules

4.3 Specific Information Required by Listing Rule 7.2

– 5. Resolution 2 Approval to Vary Terms of Existing Performance Rights

5.1 General

5.2 Proposed Amendments

5.3 Reasons for the Performance Condition Amendment

Feasibility Study Milestone

Production Milestone

5.4 Reasons for the Expiry Date Amendment

5.5 ASX Listing Rules

– 6. Resolution 3 Approval of the Grant of Performance Rights to a Director – Mr John Welborn

6.1 General

6.2 ASX Listing Rules

6.3 Specific information required by Listing Rule 10.15

– 7. Resolution 4 Approval of the Grant of Incentive Options to a Director – Mr John Welborn

7.1 General

7.2 ASX Listing Rules

7.3 Specific information required by Listing Rule 10.13

Schedule 1 - Definitions

Closely Related Party means:

Corporations Act means the Corporations Act 2001 (Cth).

Schedule 2 – Summary of Performance Rights Plan

Outline of the Performance Rights Plan

Participation

Overview of the Plan rules and terms and conditions

Schedule 3 – Terms and Conditions of Incentive Options

1. Entitlement

2.

Exercise Price and Expiry Date

3. Exercise Period

Notice of Exercise

6.

Quotation of Shares on exercise

7.

Timing of issue of Shares and quotation of Shares on exercise

8. Holding lock

9. Participation in new issues

10. Adjustment for bonus issues of Shares

11. Adjustment for rights issue

12. Adjustments for reorganisation

13. Quotation of Incentive Options

14.

Incentive Options transferable

PROXY FORM (Please complete both pages and sign where indicated overleaf)

Important – If the Chairman is your proxy or is appointed your proxy by default

Authorised signature/s

Proxy Notes:

More from EQUATORIAL RESOURCES LIMITED

EQUATORIAL RESOURCES LIMITED Proxy Solicitation & Information Statement 2014