IONIC RARE EARTHS LIMITED — Regulatory Filings 2005

Nov 17, 2005

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000. 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

EZENET LIMITED

ABN

84 083 646 477

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf{I}$ ⁺Class of ⁺securities issued or to be issued

Options expiring 30 June 2010

• $\overline{2}$ Number of *securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

15,500,000 30 June 2010 options

Options exercisable at \$0.20 expiring 30 June 2010

⁺ See chapter 19 for defined terms.

4	Do the + securities rank equally in respects from the date of all allotment with an existing +class of quoted + securities?	Shares to issue on exercise of options will rank	equally with existing ordinary shares
	If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
5	Issue price or consideration	With Shareholder approval -No consideration
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Issue to Directors and Consultants
7	Dates of entering + securities into uncertificated holdings or despatch of certificates	18 November, 2005
	Number and + class of aП + securities quoted on $\mathbf{A}\mathbf{S}\mathbf{X}$ (including the securities in clause 2 if applicable)	Number 62,242,717 33,895,078	+ Class Ordinary shares 30 June 2007 options

⁺ See chapter 19 for defined terms.

	Number	$+C$ lass
of all 9 Number and + class $\pm$ securities not quoted on ASX	125,000	Options with expiry dated 31 December
(including the securities in clause 2) if applicable)	15,500,000	2006 Options \$0.20 with expiry dated 30 June 2010

Dividend policy (in the case of a $\sqrt{1}$ It is not expected a dividend will be declared in $10$ trust, distribution policy) on the the near future increased capital (interests)

Part 2 - Bonus issue or pro rata issue

Ħ	holder security approval Is required?	Not applicable
12	Is the issue renounceable or non- renounceable?	Not applicable
13	Ratio in which the *securities will be offered	Not applicable
14	Class of securities to which the offer relates	Not applicable
15	*Record determine date 10 2 entitlements	Not applicable
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	Not applicable
17	Policy for deciding entitlements in relation to fractions	Not applicable
18	Names of countries in which the entity has +security holders who will not be sent new issue documents	Not applicable
	Note: Security holders must be told how their entiffements are to be dealt with. Cross reference: rule 7.7.
19	of Closing date for receipt acceptances or renunciations	Not applicable

⁺ See chapter 19 for defined terms.

20.	Names of any underwriters	Not applicable
21	Amount of any underwriting fee or	Not applicable
	commission
22.	Names of any brokers to the issue	Not applicable
23	Fee or commission payable to the broker to the issue	Not applicable
24	Amount of any handling fee payable to brokers who lodge acceptances renunciations on behalf of OF + security holders	Not applicable
25	the issue is contingent on If *security holders' approval, the date of the meeting	Not applicable
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	Not applicable
27.	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	Not applicable
28	Date rights trading will begin (if applicable)	Not applicable
29	Date rights trading will end (if Not applicable applicable)
30	How do +security holders sell their in full through entitlements a broker?	Not applicable
31	How do +security holders sell part
	of their entitlements through a broker and accept for the balance?	Not applicable

⁺ See chapter 19 for defined terms.

32 How do ⁺security holders dispose of their entitlements (except by sale through a broker)?

33 *Despatch date Not applicable

Not applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities (tick one)

$(a)$

$(b)$

• Securities described in Part 1
• All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

				Tick to indicate you are providing the information or
documents

If the securities are equity securities, the names of the 20 largest holders of the
$\perp$ additional +securities, and the number and percentage of additional +securities held by
those holders

35

If the ⁺securities are ⁺equity securities, a distribution schedule of the additional + securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5.001 - 10.000$ 10.001 - 100,000 100,001 and over

37

A copy of any trust deed for the additional + securities

³⁶

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38 Number of securities for which Not applicable + quotation is sought 39 Class of ⁺securities for which Not applicable quotation is sought $40$ Do the +securities rank equally in Not applicable all respects from the date of allotment with an existing +class of quoted *securities? If the additional securities do not rank equally, please state: • the date from which they do · the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment $41$ Reason for request for quotation Not applicable now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and $+$ class of. all + securities quoted $-$ on ASX (including the securities in clause 38)

⁺ See chapter 19 for defined terms.

Ouotation agreement

• $\mathbf{1}$ +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the 'securities to be quoted complies with the law and is not $\bullet$ for an illegal purpose.
• There is no reason why those *securities should not be granted *quotation.
• An offer of the ⁺securities for sale within 12 months after their issue will $\bullet$ not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the ⁺securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:	(Original signed by Simon Watson) (Company secretary)

Print name: Simon Watson

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⁺ See chapter 19 for defined terms.