IONIC RARE EARTHS LIMITED — AGM Information 2007

Oct 28, 2007

EZENET LIMITED ABN 84 083 646 477

NOTICE OF ANNUAL GENERAL MEETING

FORM OF PROXY

AND

EXPLANATORY MEMORANDUM

Date of Meeting Friday, 30 November 2007

Time of Meeting

3.00 pm to 5.00 pm

Place of Meeting

The Cambridge Conference Centre, Suite 17-18, Cambridge Forum, 350 Cambridge Street Wembley, Western Australia

Ezenet Limited

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CORPORATE DIRECTORY

Dr Wolf Martinick Mr Ross O’Dea Mr. Richard Burt Mr. David Ward

Directors Dr Wolf Martinick Mr Ross O’Dea Mr. Richard Burt Mr. David Ward Secretary Mr Simon Watson Auditors Ernst & Young The Ernst & Young Building 11 Mounts Bay Road PERTH WA 6000 Ph: 9429 2222 Fx: 9429 2436 Legal Advisers Simon Watson LL.B., B.EC Barrister, Solicitor and Notary Level 1, 17 Ord Street WEST PERTH WA 6005 Share Registry Security Transfer Registrars Pty Ltd Suite 1, Alexandrea House 770 Canning Highway APPLECROSS WA Ph: 9315 0933 Fx: 9315 2233

Registered Office and 2 Bulimba Road Principal place of NEDLANDS WA 6009 Business Ph: (08) 9386 9345 Fx: (08) 9389 9749 ABN 84 083 646 477 Stock Exchange Code EZE

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Ezenet Limited

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of shareholders of Ezenet Limited will be held on Friday, 30 November 2007 at 3.00 pm, at The Cambridge Conference Centre, Suite 17-18, Cambridge Forum, 350 Cambridge Street, Wembley, Western Australia.

The following resolutions are to be considered at the meeting and Resolutions 1 to 6 inclusive are discussed in the Explanatory Memorandum to Shareholders which forms part of this notice.

1. FINANCIAL STATEMENTS As an ordinary resolution:

• 1.1 To receive and adopt the financial statements for the year ended 30 June 2007 together with the Directors' statement and the reports of the Directors and Auditors.

• ELECTION OF DIRECTORS As ordinary resolutions

• 2.1 To elect Dr Wolf Martinick who retires in accordance with the Constitution and being eligible, offers himself a re-election.

3. REMUNERATION REPORT As an ordinary resolution

• 3.1 The Remuneration Report that forms part of the Directors Report for the financial year ended 30 June 2007 be adopted.

• The Remuneration Report is set out in the Directors Report on page 7 of the Annual Report. Please note that the vote on this resolution is advisory only and does not bind the Directors or the Company.

4. APPROVAL OF DIRECTORS FEES

• As an ordinary resolution:

• 4.1 For the purposes of Rule 10.17 of the Listing Rules and for all other purposes to approve the payment to Directors of a total aggregate remuneration for Directors fees of not more than $400,000.00 per annum, such fees to be allocated to the Directors as the Board of Directors may determine.

5. ISSUE OF SECURITIES

As ordinary resolutions

• 5.1 For the purposes of Rule 7.1 of the Listing Rules and for all other purposes the Company and the Directors are authorised to issue and allot up to ten million (10,000,000) fully paid ordinary shares ranking equally with other fully paid ordinary shares at an issue price of not less than eighty percent (80%) of the average market price of shares on the ASX over the last five (5) days on which sales of shares were recorded before the date of the issue in accordance with Listing Rule 7.3.3 such issue to be made no later than three (3) months after the date of the resolution.

• OTHER BUSINESS

• To transact any other business that may be brought forward in accordance with the Constitution of the Company.

Dated at Perth this 29th October 2007

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By order of the Board of Directors

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______ Simon Watson Company Secretary

VOTING ENTITLEMENT

For the purposes of determining voting entitlements at the General Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 3.00pm WST on 28 November 2007. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Voting Restrictions

Voting restrictions apply to resolutions 4.1 and 5.1.

The Company will disregard any votes cast on resolutions by:

• (a) any Director of the Company in relation to resolution 4.1;

• (b) any person who may participate in the proposed issue in relation to resolution 5.1 and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder;

• (c) a party who is to receive the securities; or

• (d) an associate of any such person.

However the Company need not disregard a vote if:

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

• (b) It is cast by the person chairing the meeting as a proxy for the person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Proxies

A form of proxy with related information and instructions accompanies this Notice of Meeting.

Ezenet Limited ABN 84 083 646 477

EXPLANATORY MEMORANDUM

1. INTRODUCTION AND BACKGROUND

This Explanatory Memorandum is intended to provide shareholders with sufficient information to assess the merits of the resolutions contained in the accompanying Notice of Annual General Meeting of Ezenet Limited.

Shareholders at the Annual General Meeting will be asked to consider resolutions to:-

• (a) to receive the financial statements;

• (b) to elect Dr Wolf Martinick as a Director who having been appointed since the last Annual General Meeting retires for election;

• (c) to approve Directors fees;

• (d) to approve and issue of up to ten million (10,000,000) ordinary shares.

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company’s General Meeting to be held at The Cambridge Conference Centre, Suite 17-18, Cambridge Forum, 350 Cambridge Street, Wembley, Western Australia on Friday, 30 November, 2007 commencing at 3.00 pm.

The purpose of this Explanatory Statement is to provide Shareholders with information that is reasonably required by Shareholders to decide how to vote upon the resolutions.

The Directors recommend that Shareholders read this Explanatory Statement before determining whether to support the resolution or otherwise.

2. RESOLUTION 4 – DIRECTORS FEES

• Resolution 4 seeks approval to fix the maximum aggregate fees payable to Directors of the Company at $400,000.00 per annum, such fees to be allocated to the Directors as the Board of Directors may determine.

No previous Directors fees have been approved or paid in recent years. The approval is for the purposes of Company records. The amount of the approval is the maximum that can be paid. The Board of Directors have not yet formulated a policy on the payment of Directors fees but it is anticipated that the payment will be substantially less than the amount approved.

3. RESOLUTION 5 – ISSUE OF SECURITIES

• Resolution 5 seeks approval for the issue by the company of ten million (10,000,000) fully paid shares. The issue is to raise additional working capital and to fund the further developments of the project of the Company.

3.1 Issue of Shares for Working Capital

• As provided for in the Annual Report and in other releases, the Company is carrying out a commercial roll-out of its digital movie system and is making positive steps towards repositioning the business as referred to in the Directors Report. The Company wishes to provide up to approximately one million dollars ($1,000,000.00) to preserve its existing capital while developing the program referred to in the Annual Report. In addition the Company wishes to build its cash resources to take advantage of investment opportunities which the Board considers to be in the interests of the company and consistent with its activities.

3.2 Issue of Shares

Resolution 5 authorises the issue of securities:

• (a) none of the securities will be allotted to Directors or parties associated with the Directors;

• (b) the securities will be issued on one or more dates within three (3) months after the date of passing of the Resolution;

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• (c) the names of the allottees are not presently known. They will be determined by the Directors of the Company; and

• (d) the purpose for the issue of shares is to raise additional working and investment capital.

4. RECOMMENDATION AND CONCLUSION

Other than those resolutions where a director is personally interested and must abstain from voting or making a recommendation, each of the directors of the company is of the opinion that the resolutions to be considered at the meeting are in the best interests of shareholders of the company and recommends that shareholders of the company vote in favour of all resolutions.

5. ACTION TO BE TAKEN BY SHAREHOLDERS

Attached to the Notice of Annual General Meeting is a Proxy form for use by shareholders. All shareholders are encouraged to attend the meeting, or alternatively, to complete, sign and return the attached Proxy form.

If any shareholder requires copies of the Notice and Explanatory Memorandum, they should contact the company at its management office:2 Bulimba Road NEDLANDS WA 6009 Telephone No. (08) 9389 9345 Facsimile No. (08) 9389 9749

6.

ELECTRONIC COPIES OF ANNUAL REPORT

The Annual Report of Ezenet is now available on the Ezenet website www.ezenet.com.au

7. GLOSSARY

• In the Notice of Meeting and this Explanatory Memorandum:(a) “ASX” means ASX Limited.

• (b) “Ezenet” and “Company” means Ezenet Limited (ABN 84 083 646 477).

• (c) “Listing Rules” means the Listing Rules of the ASX.

Ezenet Limited

ABN 84 083 646 477

Proxy Form

Shareholder Details

Name: ………………………………………………………………………………………………………………………………………………. Address: ……………………………………………………………………………………………………………………………………………. Contact Telephone No: …………………………………………………………………………………………………………………………….

Contact Name (if different from above): …………………………………………………………………………………………………………..

Appointment of Proxy

I/We being a shareholder/s of Ezenet Limited and entitled to attend and vote hereby appoint

The Chairman Write here the name of the person you are of the meeting OR appointing if this person is someone other than the Chairman of the Meeting. (mark with an ‘X’)

or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to attend and act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting Members of Ezenet Limited to be held at The Cambridge Conference Centre, Suite 17-18, Cambridge Forum, 350 Cambridge Street, Wembley Western Australia, on Friday the 30[th] day of November 2007 at 3.00 pm WST and at any adjournment of that meeting.

IMPORTANT

If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote, please place a mark in this box with an ‘X’. 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 the resolutions and that votes cast by him, other than as a 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 of the Meeting will not cast your votes on the resolutions and your votes will not be counted in computing the required majority if a poll is called. The Chairman of the Meeting intends to vote undirected proxies in favour of each resolution.

Voting directions to your proxy – please mark to indicate your directions

Ordinary Business

1.1 Receive the financial statements 2.1 Election Dr Wolf Martinick as a Director 3.1 Adopt Remuneration Report 4.1 Directors Fees 5.1 Issue of Shares

For Against Abstain*

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*If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Appointment of a second proxy (see instructions overleaf)

If you wish to appoint a second proxy, state the % of your voting rights applicable to the proxy appointed by this form

%

DATED the

day of 2007

PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Director Director/Company Secretary Sole Company Secretary

Contact Name

Contact Daytime Telephone Date

/

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How to complete this Proxy Form

1 Your Name and Address

Please print your name and address as it appears on your holding statement and the company’s share register. If shares are jointly held, please ensure the name and address of each joint shareholder is indicated. Shareholders should advise the company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the company.

3 Votes on Resolutions

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each Resolution. All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any Resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given Resolution, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on that Resolution will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company on (08) 9389 9345 or you may photocopy this form.

To appoint a second proxy you must on each Proxy Form state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

5	Signing Instructions
	You must sign this form	as follows in the spaces provided:
	Individual:	where the holding is in one name, the holder must sign.
	Joint Holding:	where the holding is in more than one name, all of the shareholders
		should sign.
	Power of Attorney:	to sign under Power of Attorney, you must have already lodged this
		document with the company’s share registry. If you have not previously
		lodged this document for notation, please attach a certified photocopy of
		the Power of Attorney to this form when you return it.
	Companies:	where the company has a Sole Director who is also the Sole Company
		Secretary, this form must be signed by that person. If the company
		(pursuant to section 204A of the Corporations Act 2001) does not have a
		Company Secretary, a Sole Director can also sign alone. Otherwise this
		form must be signed by a Director jointly with either another Director or a
		Company Secretary. Please indicate the office held by signing in the
		appropriate place.

6 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the meeting. ie. no later than 3.00pm WST on 28 November, 2007. Any Proxy Form received after that time will not be valid for the scheduled meeting.

This Proxy Form (and any Power of Attorney and/or second Proxy Form) may be sent or delivered to the Company’s registered office at 2 Bulimba Road, Nedlands, WA, 6009 or sent by facsimile to the registered office on (08) 9389 9749.