IONIC RARE EARTHS LIMITED — Proxy Solicitation & Information Statement 2009

Apr 13, 2009

9 April 2009

Dear Shareholder,

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I enclose your Notice of Meeting of Ezenet Limited (“Ezenet” or “the Company”).. The meeting will be held on 8 May, 2009 at 10.00am.

Since 2003 Ezenet has redefined its commercial platform for the delivery of its services and has installed its systems into a total of 23,500 rooms in hotels hospitals and mining camps using modern technology and operational methods. With the changes in the economic environment Ezenet has been critically examining its future in the industry and the alterations necessary to the operational structure and commercial platform for to maximise its business model in the supply of digital movie services to the Australian hospitality and mining industries. It has become clear that this would require substantial changes to move the company to a more stable position in the industry and improve the return on investment. The current trading conditions and capital raising environment has imposed limitations on this. The company has yet to reach a level of critical mass that sufficient profits are generated to fund new installations and repay debt.

Some time ago the Directors recognised the need for the core business to grow quickly so as to achieve critical mass and be in a healthy position to deal with the rapid changes in technology and sustain any changes in the mining and hospitality industries.

They actively pursued the opportunity of combining the business with a like provider who was not as exposed to the risk associated with the technical changes that were appearing on the horizon or the dependency on the hospitality industry.

Unfortunately with the change in the economic environment those opportunities no longer exist. To change the operational structure and commercial platform would require substantial and continued capital investment and expansion of the management. Both of these are affected by the economic environment. Consequently the business of Ezestream remains fully exposed to the changed trading and technical conditions.

The Directors concluded Ezenet has three options. (a) Change the operational structure and commercial platform;

(b) Wind down the business; or

(c) Sell the business.

After looking at the alternatives the Board decided to explore the sale option.

The future of Ezenet

• After settling all debts we will carefully investigate opportunities in a wide range of industries including the natural resources industry where the current economic environment has created outstanding investment opportunities;

• Manage the capital resources of Ezenet very carefully and take advantage of opportunities.

On behalf of the Board I thank you for your continued support as a shareholder of Ezenet and for all of these reasons I ask you to support the sale and vote in favour of all resolutions.

Yours faithfully,

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DR WOLF MARTINICK CHAIRMAN

EZENET LIMITED ABN 84 083 646 477

NOTICE OF GENERAL MEETING FORM OF PROXY

AND

EXPLANATORY MEMORANDUM

AND

INDEPENDENT EXPERT REPORT

Date of Meeting Friday, 8 May 2009

Time of Meeting 10.00am

Place of Meeting

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

Important Notice

The opinion of the independent expert is that :the proposed transaction relating to the Main Undertaking of the Company is fair and reasonable

Ezenet Limited

CORPORATE DIRECTORY

Directors Dr Wolf Martinick Mr Ross O’Dea Mr. David Ward Secretary Mr Simon Watson Auditors Hewitt Turner and Gelevitis Suite 4, 1[st] Floor 63 Shepperton Road VICTORIA PARK WA 6100 Ph: 9362 5855 Fx: 9362 5186 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: 93152233 Registered Office and 2 Bulimba Road Principal place of NEDLANDS WA 6009 Business Ph: (08) 9389 9345 Fx: (08) 9389 9749 ABN 84 083 646 477 Stock Exchange Code EZE

Ezenet Limited

ABN 84 083 646 477

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of shareholders of Ezenet Limited will be held on Friday, 8 May 2009 at 10.00 am, at The Cambridge Conference Centre, Suite 17-18, Cambridge Forum, 350 Cambridge Street, Wembley , Western Australia.

The following resolution is to be considered at the meeting and the resolution is discussed in the Explanatory Memorandum to shareholders which forms part of this notice.

1. DISPOSAL OF SUBSIDIARY / MAIN UNDERTAKING

• As an ordinary resolution:

• For the purposes of Rule 11.2 of the Listing Rules and for all other purposes, shareholders approve the disposal of the main undertaking of the company namely the subsidiary Ezestream Pty Ltd and the related business and goodwill for the price of $3,100,000 and otherwise on the terms set out in the Explanatory Memorandum accompanying this Notice of Meeting.

Dated at Perth this 9 April 2009

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 10.00am WST on Wednesday 6 May 2009. 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 all resolutions.

The Company will disregard any votes cast on resolutions by:

• (a) a party to the transaction and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder ; or

• (b) 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 General Meeting of Ezenet Limited.

Shareholders at the General Meeting will be asked to consider a resolution to approve the disposal of the main undertaking of the company namely the subsidiary Ezestream Pty Ltd and the related business:

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, 8 May, 2009 commencing at 10,00am.

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 1.– – DISPOSAL OF MAIN UNDERTAKING. 2.1 Background

On 25 February, 2009 the Company announced that it had entered into an in principle Agreement to dispose of its subsidiary Ezestream Pty Ltd and the related Digital movie business and all related businesses, assets, brands and intellectual property (collectively the Digital Movie Business) to Movielink Pty Ltd ( Purchaser) The Company has now entered into a formal Sale Agreement to implement the in principle Agreement.

The Sale Agreement is conditional, amongst other things, upon Shareholders’ approval of the sale of the Digital Movie Business in accordance with the Sale Agreement. The key Terms of the Sale Agreement are set out below Under the Sale Agreement:-

• (a) the Company, agreed to sell its subsidiary Ezestream Pty Ltd to the Purchaser;

• (b) The subsidiary Ezestream Pty Ltd holds the Digital Movie Business and all related businesses, assets, brands and intellectual property;

• (c) The consideration for the sale is $3,100,000 plus cash and deposit balances net debtors and creditors and other adjustable items; and

• (d) The purchase price is due at settlement, save for a $200,000 90 day warranty retention amount and net debtor and creditor and other adjustments which must be paid progressively from 45 Business Days after settlement

Under the Sale Agreement completion is subject to:-

• (a) The Digital Movie Business being free of encumbrances and onerous obligations;

• (b) The Digital Movie Business passing as a going concern;

• (c) the Purchaser being satisfied, in its absolute discretion, with its due diligence enquiries in relation to the Digital Movie Business; and;

• (d) the Company obtaining Shareholder approval for the sale of Ezestream Pty Ltd and the related Digital Movie Business in accordance with the Sale Agreement

The conditions must be either satisfied or waived within 60 days of the date of the Sale Agreement. If not satisfied or waived by that date, or a later agreed date, either the Purchaser or the Seller may terminate the Sale Agreement by written notice, save that the

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Sale Agreement will automatically terminate if the condition requiring Shareholder approval is not satisfied or waived by the due date.

Settlement of the Sale Agreement is conditional, amongst other things, upon Shareholders’ approval of the sale of the Digital Movie Business in accordance with the Sale Agreement. The key Terms of the Sale Agreement are set out below.

The Company and the Sellers have agreed to a 3 year non-compete clause within Australian and the Asia Pacific, subject to certain exceptions.

ASX Listing Rule 11.2

As Ezestream Pty Ltd and the related Digital Movie Busines constitutes the Company’s main undertaking for the purposes of the ASX Listing Rules, shareholder approval is required for the disposal under ASX Listing Rule 11.2.

Accordingly, the Company is seeking Shareholder approval under Resolution 1 for the sale of the Digital Movie Business for the purposes of ASX Listing rule 11.2.

Indicative Timetable

Subject to the ASX listing Rules and Corporations Act requirements, the Company anticipates completion of the Sale Agreement in accordance with the following timetable.

Event	Date
Announcement of Transaction	25 February, 2009
Despatch of Notice of Meeting	9 April, 2009
General meeting to approve Transaction	8 May, 2009
Satisfaction/Waiver of all conditions in Sale Agreement	8 May, 2009
Settlement of Transaction	8 May, 2009

These dates are subject to change by the Directors

2.2 Directors Interests

No Director has any interest in the Purchaser and will not receive any payment or benefit of any kind under the terms of the Sale Agreement, other than as a Shareholder of the Company.

2.3 Use of Funds

On completion and settlement of the Sale Agreement, the Board advise that it is likely that the net cash proceeds will be held as cash or cash equivalents.

Normal course adjustments will be made in accordance with the Sale Agreement of settlement, however, the Board estimate that following settlement and repayment of Company debt and liabilities associated with the Digital Movie Business, the net cash proceeds from the transaction will be approximately $3,300,000.

• 2.4 Future of the Company

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Upon settlement of the Transaction, ASX will afford the Company 6 months to establish it is in compliance with ASX Listing rule 12.3 and that not more than 50% of the Company’s total assets are in cash or a form readily convertible to cash.

Upon settlement of the Transaction, the Board will pursue business opportunities for the Company which have the potential to create Shareholder value.

Any new business which Ezenet acquires or enters into will likely involve a transaction which affects its capital structure. Any such transaction will be conducted in compliance with ASX Listing Rules including as necessary re-compliance with Chapters 1 and 2

2.5 Pro Forma Balance Sheet

Set out in Schedule 1 is a of the Company as at 31 December 2008, together with a proforma balance sheet assuming completion of the Transaction as at 30 June 2009

2.6 Rationale for Sale of Digital Movie Business

• Threats from constant changes in technology and hotel requirements. With advances in the PC technology and faster download speeds, it is likely that the market will erode over time as people take movies onto their PCs/MP3 players etc directly online and watch them.

• High capital costs with low revenue stream; relying on long term contracts for

• profits;

• Very capital intensive;

• We need to grow to a larger critical mass. For further growth we would need to raise significant amounts of money; this is very difficult in current economic environment and very dilutive;

• There is a trend of declining revenue from all clients; mainly because of declining

• take-up rates

• Long term contracts required; but there is a need to constantly improve technology

• during the life of a contract. This makes equipment redundant (valueless) very quickly and reduces returns;

• The need to repay loans maturing in the near future;

• Management of clients requires high service input

2.7 Independent Expert

The Board has appointed BRV Business Reports & Valuers ( BRV ) to produce the Report. The Report is enclosed with this Notice of Meeting. BRV has concluded that the sale of the Digital Movie Business in accordance with the Sale Agreement is fair and reasonable.

(a) the present holdings by each of the directors of Shares in the Company comprise:-

Name	Shares
Dr Wolf Martinick	13,353,266
Dr Wolf Martinick (indirectly)	1,732,874
Mr. Graham Ross O’Dea	898,425
Mr David Ward	Nil
Mr David Ward (indirectly)	1,971,224

3.

RECOMMENDATION AND CONCLUSION

Each of the directors of the company is of the opinion that the resolution 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 thel resolution.

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4. ACTION TO BE TAKEN BY SHAREHOLDERS

Attached to the Notice of 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

5. GLOSSARY

In the Notice of Meeting and this Explanatory Memorandum:-

• (a) “ASIC” means Australian Securities & Investments Commission.

• (b) “ASX” means ASX Limited.

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

• (d) “Ezestream” means Ezestream Pty Ltd (ACN 104 695 865)

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

• (f) “Share” means an ordinary fully paid ordinary share in the capital of the Company.

Ezenet Limited ABN 84 083 646 477

CORRECTED REPLACEMENT ATTACHMENT PROFORMA STATEMENT OF FINANCIAL POSITION

CURRENT ASSETS Cash assets Receivables Inventories Other TOTAL CURRENT ASSETS NON-CURRENT ASSETS Investments Property Plant and equipment TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Creditors and borrowings Provisions TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Creditors and borrowings Provisions Other TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS (LIABILITIES) EQUITY Contributed equity Reserves Accumulated losses TOTAL SHAREHOLDERS EQUITY

PRE TRANSACTION POST TRANSACTION NOTE MANAGEMENT PROFORMA ACCOUNTS 31 December 08 (UNAUDITED) (AUDITED) 497,926 3,310,000 692,231 221,040 31,297 1,442,494 3,310,000 228,386 228,386 3,049,043 3,277,429 228,386 4,719,923 3,528,386 904,536 9,892 37,499 942,035 9,892 1,748,040 1,710,000 11,613 9,760 1,767,413 1,710,000 2,709,448 1,719,892 2,010,475 1,818,494 10,198,548 10,198,548 29,000 29,000 8,217,073 8,409,054 2,010,475 **1,818,494 **

ABN 84 083 646 477

Ezenet Limited

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

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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 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 8[th] day of May 2009 at 10.00am 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

Ordinary Business

to indicate your directions

For Against Abstain*

1. Sale of Main Undertaking

*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 2009

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 Sole Director and Sole Company Secretary	Shareholder 2 Director	Shareholder 3
		Director/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 10.00am WST on 6 May, 2009. 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.