JADE GAS HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2007

Jul 29, 2007

IC2 Global Limited ABN 55 062 879 583

INFORMATION MEMORANDUM TO SHAREHOLDERS

NOTICE OF GENERAL MEETING

INCLUDING

EXPLANATORY STATEMENT

and

PROXY FORM

Date of Meeting: Monday, 27 August 2007 Time of Meeting: 9.00 am WST Place of Meeting: The Presidents Room Celtic Club 48 Ord Street West Perth, Western Australia

CONTENTS

			PAGE
SECTION	1	PURPOSE OF THIS INFORMATION MEMORANDUM	1
SECTION	2	NOTICE OF GENERAL MEETING	3
		(setting out the proposed resolutions)
SECTION	3	EXPLANATORY STATEMENT	6
		(explaining the resolutions)
		GLOSSARY	16
		APPENDIX A – TERMS AND CONDITIONS OF 2009 OPTIONS	17
		APPENDIX B – TERMS AND CONDITIONS OF PARTLY PAID SHARES	17
		APPENDIX C – TERMS AND CONDITIONS OF DIRECTOR OPTIONS	18
		APPENDIX D – DETAILS CONCERNING VALUE OF DIRECTOR OPTIONS	19
		APPENDIX E – TERMS & CONDITIONS OF INCENTIVE OPTIONS	20
		APPENDIX F – DETAILS CONCERNING THE VALUE OF THE INCENTIVE OPTIONS	22
		PROXY FORM	23

IMPORTANT NOTICE

THE RESOLUTIONS PROPOSED FOR THIS MEETING ARE OF FUNDAMENTAL IMPORTANCE TO THE FUTURE OF YOUR COMPANY. IT IS RECOMMENDED THAT SHAREHOLDERS READ THIS INFORMATION MEMORANDUM IN FULL, AND IF THERE IS ANY MATTER THAT YOU DO NOT UNDERSTAND, YOU SHOULD CONTACT YOUR FINANCIAL ADVISER, STOCKBROKER OR SOLICITOR FOR ADVICE.

IC2 GLOBAL LIMITED ABN 55 062 879 583

INFORMATION MEMORANDUM

SECTION 1

PURPOSE OF THIS INFORMATION MEMORANDUM

1. INTRODUCTION

The Memorandum must be read in full in conjunction with the Notice and all accompanying documents to make an informed decision regarding those resolutions.

2. RESOLUTIONS

This Memorandum contains information concerning the resolutions set out in the Notice.

The resolutions deal with the following specific matters:

• (a) Resolution 1 – Appointment of Director ( Mr. Stephen Hooper )

• (b) Resolution 2 – Approve a Placement of Shares and Options and Partly Paid Shares

• (c) Resolution 3 – Approve a Placement Authority for Shares and 2009 Options (d) Resolution 4 – Placement of Options to Mr. Rodger Johnston (e) Resolution 5 – Placement of Options to Mr. Stephen Hooper

3. COMMENT

The Board intends to vote in favour of each of the proposed Resolutions 1, 2 and 3. All Directors, with the exception of Mr Johnston, intend to vote in favour of Resolution 4. Mr Johnston makes no recommendation in respect to Resolution 4 as he has a material personal interest in the outcome of the resolution. All Directors, with the exception of Mr Hooper, intend to vote in favour of Resolution 5. Mr Hooper makes no recommendation in respect to Resolution 5 as he has a material personal interest in the outcome of the resolution.

Resolutions 2 and 3 provide an authority for the Board to place Shares and Options and Partly Paid Shares respectively up to the maximum number approved by shareholders. Together Resolutions 2 and 3 provide the Board with the flexibility to secure the future funding requirements of the Company.

Resolution 4 seeks the approval of shareholders for a placement of Options to Mr Rodger Johnston, a Director of the Company. The Options proposed to be placed to Mr Johnston as per Resolution 4 are designed to reward him for the contribution that he has made to the Company, whilst securing his ongoing commitment to the continued growth of the Company. Again, further details of the proposed issue of securities to Mr Johnston are set out in the Explanatory Statement.

Resolution 5 seeks shareholder approval for the grant of Incentive Options to the recently appointed Managing Director of the Company, Mr Stephen Hooper. The grant of Incentive Options to Mr Hooper is in accordance with the terms and conditions of the Employment Agreement entered into between himself and the Company. Further details related to this proposed grant of Incentive Options are found in the Explanatory Statement.

1

IC2 GLOBAL LIMITED ABN 55 062 879 583

INFORMATION MEMORANDUM

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

The General Meeting of the shareholders of IC2 Global Limited will be held at:

The Presidents Room

The Celtic Club Inc 48 Ord Street West Perth, Western Australia

Commencing 9.00am (Perth Time) on Monday, 27 August 2007

How to Vote

You may vote by attending the meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 9.00am.

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of General Meeting as soon as possible and either:

• return the proxy form by post to Security Transfer Registrars Pty Ltd, 770 Canning Highway, Applecross, WA 6153; or

• send the proxy by facsimile to the Company on facsimile number (08) 9322 7823 (International: +61 8 9322 7823); or

• deliver the proxy to the registered office of the Company at Level 1, 47 Ord Street, West Perth, Western Australia,

so that it is received not later than 9:00am(Perth Time) on Saturday, 25 August 2007.

Your proxy form is enclosed.

2

IC2 GLOBAL LIMITED ABN 55 062 879 583

NOTICE OF GENERAL MEETING

SECTION 2

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that the General Meeting of the shareholders of IC2 Global Limited will be held in the Presidents Room at the Celtic Club, 48 Ord Street, West Perth, Western Australia on Monday, 27 August 2007 at 9.00 am WST.

SPECIAL BUSINESS

RESOLUTIONS

1. Appointment of Director ( Mr Stephen Hooper )

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

“That Mr Stephen Hooper who retires, having been appointed in accordance with clause 12.4 of the Company’s Constitution as a director of the Company to fill a casual vacancy until the next general meeting and, being eligible offers himself for election, is hereby reappointed a director of the Company”.

Short Explanation: The Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors does not at any time exceed the maximum number specified by this Constitution. Any Director so appointed holds office only until the next following general meeting and is then eligible for reelection but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Voting Exclusions: There are no voting exclusions.

2. Placement Approval for an Issue of Shares and Options and Partly Paid Shares

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

“That, for the purposes of Rule 7.1 of the Listing Rules of Australian Stock Exchange Limited and for all other purposes, the directors of the Company be authorised to issue, not later than three months after the date of this meeting:

• (a) up to 10,000,000 fully paid ordinary shares in the Company at an issue price of 6 cents ($0.06) per share ("Placement Shares"); and

• (b) up to 10,000,000 options to acquire ordinary shares in the Company on the terms and conditions set out in Appendix A of the notice convening this meeting ("Placement Options");

• (c) up to 40,000,000 partly paid shares in the Company on the terms and conditions set out in Appendix B of the notice convening this meeting ("Placement Partly Paid Shares");to Placement Investors. Such Placement Shares, Placement Options and Placement Partly Paid Shares to be allotted and issued on the terms and conditions as set out in the Explanatory Statement accompanying this Notice.”

Short Explanation: Under the Listing Rules, the Company may seek shareholder approval prior to making a placement of securities that would otherwise exceed the 15% threshold prescribed in Listing Rule 7.1and to allow it the flexibility to make further issues of securities up to the threshold of 15% of its total equity securities in any 12 month period. Please refer to the Explanatory Statement for details.

Voting Exclusions: The Company will disregard any votes cast on this resolution by any Placement Investor or any of their Associates and a person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or 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.

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IC2 GLOBAL LIMITED ABN 55 062 879 583

NOTICE OF GENERAL MEETING

3. Placement Authority – Shares and Options

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

“That, for the purposes of Listing Rule 7.1 of Australian Stock Exchange Limited and for all other purposes, approval is given for the Company to issue and allot at the Directors’ discretion up to a maximum of 30,000,000 Shares together with 30,000,000 free attaching 2009 Options in the capital of the Company at not less than eighty (80%) percent of the average market price over the last 5 days on which sales in the securities were recorded before the day on which the issue is made but in any event not later than three (3) months after the date of this Meeting and otherwise on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.”

Short Explanation: Under the Listing Rules, the Company may seek shareholder approval prior to making a placement of securities that would otherwise exceed the 15% threshold prescribed in Listing Rule 7.1and to allow it the flexibility to make further issues of securities up to the threshold of 15% of its total equity securities in any 12 month period. Please refer to the Explanatory Statement for details.

Voting Exclusions: The Company will disregard any votes cast on this resolution by a person who might participate in this issue and any person who may obtain a benefit, except a benefit solely in the capacity of a security holder if the resolution is passed, and any associate of those persons.

4. Placement of Options to Mr. Rodger Johnston

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

“That, for the purposes of Listing Rule 10.11 of the Listing Rules of Australian Stock Exchange Limited, Chapter 2E of the Corporations Act 2001 (Cth) and for all other purposes, approval is given for the Company to issue a total of 3,000,000 Options to Mr Rodger Johnston, the Chairman of the Company, on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Short Explanation: Pursuant to Listing Rule 10.11 an entity must not issue nor agree to issue securities to a related party without first obtaining shareholder approval, unless a listed exception applies. Furthermore, Chapter 2E of the Corporations Act prohibits the giving of a financial benefit to a related party, which includes the issue of securities, without the prior approval of shareholders.

As approval is being sought pursuant to Listing Rule 10.11, approval for the issue is not required under Listing Rule 7.1. Please refer to the Explanatory Statement for details.

Voting Exclusions: The Company will disregard any votes cast on this resolution by Mr Rodger Johnston and any person who may obtain a benefit, except a benefit solely in the capacity of a security holder if the resolution is passed, and any associate of Mr Johnston.

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IC2 GLOBAL LIMITED ABN 55 062 879 583

NOTICE OF GENERAL MEETING

1. Approval of Issue of Incentive Options to Mr. Stephen Hooper

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

“That, for the purposes of Listing Rule 10.11 of the Listing Rules of Australian Stock Exchange Limited, Chapter 2E of the Corporations Act 2001 (Cth) and for all other purposes, approval is given for the Company to grant a total of 3,000,000 Incentive Options for Nil consideration to Mr Stephen Hooper, the Managing Director of the Company, on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Short Explanation: Pursuant to Listing Rule 10.11 an entity must not issue nor agree to issue securities to a related party without first obtaining shareholder approval, unless a listed exception applies. Furthermore, Chapter 2E of the Corporations Act prohibits the giving of a financial benefit to a related party, which includes the issue of securities, without the prior approval of shareholders.

As approval is being sought pursuant to Listing Rule 10.11, approval for the issue is not required under Listing Rule 7.1. Please refer to the Explanatory Statement for further details.

Voting Exclusions: The Company will disregard any votes cast on this resolution by Mr Stephen Hooper and any person who may obtain a benefit, except a benefit solely in the capacity of a security holder if the resolution is passed, and any associate of Mr Hooper.

By order of the Board

==> picture [150 x 56] intentionally omitted <==

David Semmens COMPANY SECRETARY

Dated 27[th] day of July 2007

NOTES:

1. A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.

2. Where a voting exclusion applies, the Company need not disregard a vote if 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 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.

3. In accordance with regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Directors have set a snapshot date to determine the identity of those entitled to attend and vote at the Meeting. The snapshot date is 9.00am (WST) on 25 August 2007

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IC2 GLOBAL LIMITED ABN 55 062 583

EXPLANATORY STATEMENT

SECTION 3

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of shareholders in IC2 Global Limited in connection with the business to be conducted at a General Meeting of the Company to be held in the Presidents Room at the Celtic Club, 48 Ord Street, West Perth, Western Australia on Monday 27 August, 2007 at 9.00am (WST).

This Explanatory Statement should be read in conjunction with the accompanying Notice of General Meeting set out in Section 2 of this Information Memorandum.

---

SPECIAL BUSINESS

The following deals with matters of Special Business to be considered by shareholders. The following matters should be noted in respect of those items:

RESOLUTION 1 – APPOINTMENT OF DIRECTOR ( MR STEPHEN HOOPER )

Re-appointment of Mr. Stephen Hooper as Managing Director

Mr Stephen Hooper who, having been appointed in accordance with clause 12.4 of the Company’s Constitution as a director of the Company to fill a casual vacancy until the next general meeting offers himself for election as a director of IC2 Global Limited. Mr Hooper has held senior management positions over several years, and brings with him a wealth of practical business experience including an exceptional operational and managerial background.

RESOLUTION 2 – PLACEMENT APPROVAL OF AN ISSUE OF SHARES AND OPTIONS AND PARTLY PAID SHARES

Background

This resolution seeks approval pursuant to Listing Rule 7.1 of the ASX Listing Rules to authorise the directors of the Company to issue, not later than three months after the date of this meeting:

• (a) up to 10,000,000 fully paid ordinary shares in the Company at an issue price of 6 cents each($0.06) to be issued to approved investors (being the Placement Shares); and

• (b) up to 10,000,000 options (listed)to acquire ordinary shares in the Company at an issue price of $0.001 cents each, such options to be issued subject to the terms and conditions set out in Appendix A of the notice convening this meeting to be granted to approved investors (being the Placement Options); and

• (c) up to 40,000,000 partly paid shares in the Company at an issue price of 6 cents ($0.06) and partly paid to one quarter of one cent ($0.0025) to approved investors (being the Placement Partly Paid Shares).

IC2 Global Limited anticipates lodging a disclosure document relating to the Placement Securities so that the Placement Investors will not be subject to the secondary sales restrictions in the Corporations Act. The disclosure document is scheduled for lodgement after the despatch of the Notice of General Meeting to IC2 Global Limited Shareholders but prior to this General Meeting being held on 27 August 2007.

The Placement will be fully underwritten and subscribed to by clients of SA Capital Pty Ltd who will be approved and selected by the Board of the Company.

Proceeds from the Placement will total $710,000 (less costs).

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IC2 GLOBAL LIMITED ABN 55 062 583

EXPLANATORY STATEMENT

The Placement Shares and Placement Partly Paid Shares to be issued and any IC2 Global Limited Shares issued following the exercise of Placement Options will have a diluting effect on the issued capital of the Company. The following table demonstrates the impact of the Placement on the issued capital of the Company:

	PRE- **PLACEMENT **	PRE- **PLACEMENT **	PLACEMENT	POST-PLACEMENT	POST-PLACEMENT
Class of Security	Current Issued Capital	Exercise/ Conversion Price	Proposed Issue	Expanded Issued Capital	Exercise/ Conversion Price
Fully Paid Shares	61,017,984	-	10,000,000	71,017,984	-
Listed Options 30/6/09	42,883,972	$0.15	10,000,000	52,883,972	$0.15
Listed Options 30/6/09	12,451,740	$2.00	0	12,451,740	$2.00
Unlisted Options31/12/07	150,000	$1.50	0	150,000	$1.50
Unlisted Options31/12/07	50,000	$1.40	0	50,000	$1.40
Unlisted Options31/12/08	50,000	$1.60	0	50,000	$1.60
Unlisted Options 30/6/10	3,000,000	$0.06	0	3,000,000	$0.06
Partly Paid Shares	0	-	40,000,000	40,000,000	5.75 cents
TOTAL CAPITAL**	119,603,696		60,000,000	179,603,696

** on conversion of all options and partly paid shares

Listing Rule Requirements

ASX Listing Rule 7.1 provides that a listed entity may not issue securities in any twelve month period which, when aggregated with the number of fully paid Shares on issue, exceeds 15 per cent of the number of fully paid Shares on issue at the beginning of the twelve month period, except with the prior approval of shareholders of the Company in general meeting, of the precise terms and conditions of the proposed issue. The Shares proposed to be issued pursuant to Resolution 2 of this Notice of Meeting exceed the 15% threshold referred to above and, accordingly, shareholder approval is sought for the issue.

The following additional information is provided to shareholders to assist in assessing resolution 2:

• a) A maximum of 10,000,000 Shares, 10,000,000 Placement Options to subscribe for Shares and 40,000,000 Placement Partly Paid Shares will be issued pursuant to Resolution 2.

• b) The Placement Shares, Placement Options and Placement Partly Paid Shares will be allotted at the discretion of the Directors. As at the date of this Explanatory Memorandum the Placement Investors have not been identified.

• c) The Placement Shares, Placement Options and Placement Partly Paid Shares will be issued no later than three months after the date of the meeting. Allotment will take place progressively.

• d) The Placement Shares will be issued at a price of 6.0 cents each ($0.06) and the Placement Shares to be issued will be fully paid ordinary shares in the capital of the Company and will rank, from the date of allotment, in all respects equally with the then existing issued ordinary shares in the capital of the Company.

• e) The Placement Options will be issued at an issue price of 0.1cent ($0.001) and each Placement Option will be exercisable on payment of 15.0 cents ($0.15) to one fully paid share in the Company under the terms and conditions of the Placement Options as set out in Appendix A to the Notice of Meeting.

• f) The Placement Partly Paid Shares will be issued at an issue price of 6.0 cents ($0.06) with one quarter of one cent ($0.0025) payable on application and each Placement Partly Paid Share convertible to one fully paid share in the Company on payment of 5.75 cents ($0.0575) under the terms and conditions of the Placement Partly Paid Shares as set out in Appendix B to the Notice of Meeting.

7

IC2 GLOBAL LIMITED ABN 55 062 583

EXPLANATORY STATEMENT

• g) The identity of any Placement Investors are not yet known to the Company. The Placement Investors will be approved and selected by the Board on the basis that they are clients of SA Capital Pty Ltd;

• h) The funds raised by the Placement will be used to provide funds for exploration and development of the Company's projects, the evaluation and purchase of potential new projects, the Company’s corporate and administrative activities and the costs of the issue.

• i) The Placement Securities to be issued constitute in excess of 15% of the Company's issued share capital and shareholder approval is sought under ASX Listing Rule 7.1.

• j) Application will be made for quotation on ASX of the Placement Shares. In accordance with their terms, application will be made for quotation on ASX of the Placement Options and the Placement Partly Paid Shares.

• k) No Director or their Associates will take up shares in the Placement.

RESOLUTION 3 – PLACEMENT AUTHORITY – SHARES AND 2009 OPTIONS

Background

It is proposed that shareholders grant approval pursuant to Listing Rules of Australian Stock Exchange Limited, the Constitution of the Company and all other purposes to allot and issue, at the Directors discretion up to 30,000,000 Shares together with 30,000,000 free attaching 2009 Options in the capital of the Company.

The purpose of the issue is to fund the Company’s ongoing exploration and evaluation programmes, fund the evaluation and acquisition of new opportunities, fund the corporate and administrative activities of the Company, provide working capital and meet the costs of the issue.

The Shares to be issued and any Shares issued following the exercise of Options will rank equally in all respects with the Company’s existing issued Shares.

The Placement Shares and Placement Options to be issued subject to approval of Resolution 3, and assuming the Placement subject to Resolution 2 is approved, any IC2 Global Limited Shares issued following the exercise of Placement Options will have a diluting effect on the issued capital of the Company. The following table demonstrates the impact of the Placement on the issued capital of the Company.

	PRE- **PLACEMENT **	PRE- **PLACEMENT **	PLACEMENT	POST-PLACEMENT	POST-PLACEMENT
Class of Security	Current Issued Capital	Exercise/ Conversion Price	Proposed Issue	Expanded Issued Capital	Exercise/ Conversion Price
Fully Paid Shares	71,017,984	-	30,000,000	101,017,984	-
Listed Options 30/6/09	52,883,972	$0.15	30,000,000	82,883,972	$0.15
Listed Options 30/6/09	12,451,740	$2.00	0	12,451,740	$2.00
Unlisted Options31/12/07	150,000	$1.50	0	150,000	$1.50
Unlisted Options31/12/07	50,000	$1.40	0	50,000	$1.40
Unlisted Options31/12/08	50,000	$1.60	0	50,000	$1.60
Unlisted Options 30/6/10	3,000,000	$0.06	0	3,000,000	$0.06
Partly Paid Shares	40,000,000	-	0	40,000,000	5.75cents
TOTAL CAPITAL**	179,603,696		60,000,000	239,603,696

** on conversion of all options and partly paid shares

8

IC2 GLOBAL LIMITED ABN 55 062 583

EXPLANATORY STATEMENT

Listing Rule Requirements

Listing Rules 7.1 and 7.3 of Australian Stock Exchange Limited (“ASX”) provide that a listed entity may not issue securities in any twelve month period which, when aggregated with the number of fully paid Shares on issue, exceeds 15 per cent of the number of fully paid Shares on issue at the beginning of the twelve month period, except with the prior approval of shareholders of the Company in general meeting, of the precise terms and conditions of the proposed issue.

The securities proposed to be issued pursuant to Resolution 3 of the Notice, when combined with other proposed issues of securities to be contemplated at the Meeting, exceed the 15% threshold referred to above and, accordingly, shareholder approval is sought for the issue.

In compliance with Listing Rule 7.3 shareholders are advised as follows:

• (a) The maximum number of Shares and Options to be allotted will be 30,000,000 Shares and 30,000,000 2009 Options in the capital of the Company;

• (b) The issue will occur within three months of the date of the meeting;

• (c) The Shares will be issued at an issue price of not less than eighty (80%) per cent of the average market price over the last five (5) days on which sales in the securities were recorded before the day on which the issue is made or if a prospectus is issued relating to the issue, over the last 5 days on which sales in the securities were recorded before the date the prospectus is signed. The 2009 Options will be issued free attaching;

• (d) The identity of any proposed allottees of the securities the subject of Resolution 3 are not yet known to the Company. The allottees will be determined at the Directors discretion;

• (e) The Shares will rank pari passu on allotment and issue with the existing Shares in IC2. The 2009 Options will rank pair passu on allotment and issue with the existing 2009 Options in IC2, the terms and conditions of which are set out in Appendix A, and any Shares issued upon exercise of the 2009 Options will rank pari passu with the existing Shares on issue;

• (f) The funds raised by reason of the allotment will be used to fund the Company’s ongoing exploration and evaluation programmes, fund the evaluation and acquisition of new opportunities, fund the corporate and administrative activities of the Company, provide working capital and meet the costs of the issue. The proposed allocation to these areas is tabulated below:

Proposed Area of Application	Proposed Allocation (%)
Ongoing exploration& evaluationprogrammes	30%
Evaluationand acquisitionof newopportunities	30%
Corporate and administrative activities	17%
Working capital	15%
Costs of the Issue	8%
Total	100%

• (g) The allotment will occur progressively.

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IC2 GLOBAL LIMITED ABN 55 062 583

EXPLANATORY STATEMENT

RESOLUTION 4 – PLACEMENT OF OPTIONS TO MR RODGER JOHNSTON

Background

It is proposed that the Company issue the following Director Options to Mr Rodger Johnston (or his nominee) pursuant to Resolution 4 of this Meeting as follows:

Director	Resolution No.	Financial Benefit (No. of Options to be granted)
Mr Rodger Johnston	Resolution 4	3,000,000

Shareholder approval is required for the grant of the Director Options to the Director in accordance with Listing Rule 10.11 and Chapter 2E of the Corporations Act.

In obtaining approval for the grant of the Director Options the subject of Resolution 4 in accordance with Listing Rule 10.11, approval will not be sought under Listing Rule 7.1.

Quotation of the Director Options will not be sought as the terms and conditions of the Director Options does not provide for them to be a listed class of securities.

Listing Rule Requirements

Pursuant to Listing Rule 10.11 an entity must not issue nor agree to issue securities to a related party of the Company without first obtaining shareholder approval, unless one of the exceptions detailed in Listing Rule 10.12 applies.

In obtaining shareholder approval for an issue of securities to which Listing Rule 10.11 applies, Listing Rule 10.13 requires that listed companies include certain information within the notice of meeting seeking that approval.

For the purposes of Listing Rule 10.13, the following information is provided in relation to Resolution 4:

• (a) the Director Options will be issued to Mr Rodger Johnston, (the Director) or his nominee;

• (b) the Director Options will be issued to Mr Rodger Johnston as consideration for work done by him and, to secure the ongoing commitment of him to the continued growth of the Company. Directors without a material personal interest in the outcome of the resolution considers that the issue of Director Options to Mr Johnston constitutes valid consideration for the contribution that he has and will make to the Company;

• (c) the Board acknowledges that the issue of Director Options to the Director is contrary to recommendation 9.3 of the ASX Good Corporate Governance and Best Practice Recommendations. However the Board considers the issue of the Director Options to be reasonable in the circumstances, given the necessity to attract the highest calibre of professionals to the Company, whilst maintaining the Company’s cash reserves;

• (d) the Director Options will be granted within one month of receiving the approval;

• (e) the terms and conditions of the Director Options are detailed in Appendix C;

• (f) the Director Options will be issued for no consideration;

10

IC2 GLOBAL LIMITED ABN 55 062 583

EXPLANATORY STATEMENT

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. Section 208 of the Corporations Act prohibits a public company giving a financial benefit to a related party unless one of a number of exceptions applies.

A “financial benefit” is defined by the Corporations Act in broad terms and includes a public company issuing securities.

For the purposes of Part 2E of the Corporations Act, the Directors proposed to be issued the Options pursuant to Resolution 4 is a related party of the Company by virtue of the fact that he is a director of the Company.

For the purposes of Chapter 2E of the Corporations Act, the Company provides the following information to shareholders for their consideration when voting on Resolution 4:

(a) the proposed financial benefit to be given to the Director and the value of that financial benefit (based on the valuations set out Appendix D of this Explanatory Statement is as follows;

Director	Financial Benefit (No. of Options to be issued)	Value of Financial Benefit
Mr RodgerJohnston	3,000,000	$398,700

(b) if shareholders approve the issue of the Options to the Director, and all or any of the Options issued to the Director are exercised, the effect will be to dilute the shareholding of existing shareholders. The market price for the Company’s Shares during the term of the Options would normally determine whether or not the Director exercises the Options.

If the Options are exercised a total of 3,000,000 Shares would be allotted and issued to Mr Johnston. This will increase the number of Shares on issue from 63,517,984 to 66,517,984 with the effect that the shareholding of existing shareholders (prior to the issue of any proposed Shares contemplated by this Meeting and the issue of Shares upon the conversion of any other options presently on issue or proposed to be issued, but following the payment of any unpaid capital on the Unlisted Partly Paid Shares) would be diluted as follows:

Director	Number of Options	Issued Shares (inc. Unlisted Partly Paid Shares on Issue) at the date of thisNotice	Dilutionary effect if all Options issued to the Director are exercised
Mr RodgerJohnston	3,000,000	63,517,984	4.72%

(c) if at any time any of the Options are exercised, and the Company’s Shares are trading on ASX at a price which is higher than the exercise price of the Options or have a value in excess of the exercise price there may be a perceived cost to the Company. In the past twelve months before the date of this Notice, the highest, lowest and last trading prices of the Shares on ASX are set out below:

Highest	$0.15cents on 13 July2007
Lowest	$0.059 cents on 17April 2007
Last	$0.13 cents on 17 July2007

11

IC2 GLOBAL LIMITED ABN 55 062 583

EXPLANATORY STATEMENT

• (d) as at the date of this Notice, and in addition to the current shareholding of the Director as noted elsewhere in this Notice, the Director receives the following benefits from the Company:

Director	Directors Fees	SGC Superannuation Contributions	Total Benefits
Mr RodgerJohnston	$50,000	-	$50,000

• (e) the Director currently has a relevant interest in the following securities in the Company:

Director	Fully Paid Ordinary Shares	2009 Options
Mr Rodger Johnston	31,091	50,000

• (f) the Options will be issued to the Director for no consideration. The terms and conditions of the Options are detailed at Appendix C;

• (g) the quantum of Options proposed to be issued to Mr Rodger Johnston is representative of the personal contribution he has made since joining the Company. Directors without a material personal interest in the outcome of the resolution considers that the issue of Options to Mr Johnston constitutes valid consideration for the contribution that he has and will make to the Company;

• (h) the opportunity cost in allowing the Director to be issued the Options is the loss of the potential for the Company to issue Options at a higher issue price to non-related parties, and/or the potential to issue Shares now or in the future at a price in excess of the combined issue and exercise price of the Options.

• The Directors are unable to quantify the potential value of this opportunity cost with any reliability. Nevertheless, the Directors consider the opportunity cost and the potential financial loss is outweighed by the benefit to the Company of retaining cash reserves while still sufficiently remunerating the Directors for work to be undertaken, and in attracting and ensuring the ongoing commitment of quality Board candidates and executives such as Mr Johnston.

• (i) the primary purposes of the issue of the Options to Mr Rodger Johnston include;

• (i) to ensure the Director receive adequate remuneration for work undertaken while maintaining the cash reserves of the Company, and;

• (ii) to secure the ongoing commitment of such a person to the continued growth of the Company;

• (iii) to take into account Mr Johnston waiving without consideration, a two year contract for services as an executive.

• (j) in relation to Resolution 4, all of the Directors other than Mr Rodger Johnston recommend that shareholders vote in favour of Resolution 4 for the reasons set out below. Mr Johnston does not wish to make a recommendation because he has a material personal interest in the outcome of Resolution 4. No Director, other than Mr Johnston, has an interest in the outcome of Resolution 4 other than as a shareholder of the Company;

• (k) the Directors of the Company other than Mr Rodger Johnston consider the issue of the Options to Mr Johnston, to be an appropriate issue of securities for the reasons set out in paragraph (i) above; and

• (l) the Directors of the Company are not aware of any other information that would be reasonably required by shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 4.

Details Concerning the Value of the Options

Details concerning the value of the Options are set out in Appendix D.

12

IC2 GLOBAL LIMITED ABN 55 062 583

EXPLANATORY STATEMENT

RESOLUTION 5 – GRANT OF INCENTIVE OPTIONS TO MR STEPHEN HOOPER

Background

It is proposed that the Company grant 3,000,000 Incentive Options for nil consideration to Mr Stephen Hooper pursuant to Resolution 5 of this Meeting. Mr Hooper is the Managing Director of the Company, and the Incentive Options proposed to be granted form part of the remuneration package agreed to by the Company upon Mr Hooper’s appointment on 16 July 2007 pursuant to an Employment Agreement.

Shareholder approval is required for the grant of the Incentive Options to Mr Hooper in accordance with Listing Rule 10.11 and Chapter 2E of the Corporations Act.

In obtaining approval for the grant of the Incentive Options the subject of Resolution 5 in accordance with Listing Rule 10.11, approval will not be sought under Listing Rule 7.1.

Quotation of the Incentive Options will not be sought as the terms and conditions of the Incentive Options does not provide for them to be a listed class of securities.

Listing Rule Requirements

Pursuant to Listing Rule 10.11 an entity must not issue nor agree to issue securities to a related party of the Company without first obtaining shareholder approval, unless one of the exceptions detailed in Listing Rule 10.12 applies.

In obtaining shareholder approval for an issue of securities to which Listing Rule 10.11 applies, Listing Rule 10.13 requires that listed companies include certain information within the notice of meeting seeking that approval.

For the purposes of Listing Rule 10.13, the following information is provided in relation to Resolution 5:

• (a) the 3,000,000 Incentive Options will be granted to Mr Stephen Hooper (the Director);

• (b) the Incentive Options will be granted to Mr Hooper to secure the ongoing commitment of Mr Hooper to the continued growth of the Company, and in accordance with the terms and conditions of the employment of Mr Hooper. The Board considers that the granting of Incentive Options to Mr Hooper constitutes valid consideration for the contribution that Mr Hooper will make to the Company;

• (c) the Board acknowledges that the grant of Incentive Options to Mr Hooper is contrary to recommendation 9.3 of the ASX Good Corporate Governance and Best Practice Recommendations. However the Board considers the grant of the Incentive Options to be reasonable in the circumstances, given the necessity to attract the highest calibre of professionals to the Company, whilst maintaining the Company’s cash reserves;

• (d) the Incentive Options will be granted within one month of receiving the approval;

• (e) the terms and conditions of the Incentive Options are detailed in Appendix E;

• (f) the Incentive Options will granted for nil consideration;

• (g) there will be no funds raised by reason of the grant of the Incentive Options.

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. Section 208 of the Corporations Act prohibits a public company giving a financial benefit to a related party unless one of a number of exceptions applies.

A “financial benefit” is defined by the Corporations Act in broad terms and includes a public company issuing securities.

13

IC2 GLOBAL LIMITED ABN 55 062 583

EXPLANATORY STATEMENT

For the purposes of Part 2E of the Corporations Act, the Director proposed to be granted the Incentive Options pursuant to Resolution 5 is a related party of the Company by virtue of the fact that he is a director of the Company.

For the purposes of Chapter 2E of the Corporations Act, the Company provides the following information to shareholders for their consideration when voting on Resolution 5:

• (b) the proposed financial benefit to be given to the Director and the value of that financial benefit (based on the valuations set out in Appendix F of this Explanatory Statement) is presented below. The valuation of the financial benefit involves the application of a discounting factor to take into account the probability of the Shares attaining the Incentive Options vesting conditions price levels. For further details please refer to Appendix F.

Director	Financial Benefit (No. of Incentive Options to be granted)	Value of Financial Benefit
MrStephen Hooper	3,000,000	$203,250

• (c) if shareholders approve the grant of the Incentive Options to the Director, and all or any of the Incentive Options issued to the Director are exercised, the effect will be to dilute the shareholding of existing shareholders. The market price for the Company’s Shares during the term of the Incentive Options would normally determine whether or not the Director will exercise the Incentive Options. If the Incentive Options are exercised a total of 3,000,000 Shares would be allotted and issued to the Director. This will increase the number of Shares on issue from 63,517,984 to 66,517,984 with the effect that the shareholding of existing shareholders (prior to the issue of any proposed Shares contemplated by this Meeting and the issue of Shares upon the conversion of any other options presently on issue or proposed to be issued, but following the payment of any unpaid capital on the Unlisted Partly Paid Shares) would be diluted as follows:

Director	Number of Incentive Options	Shares on Issue at the date of this Notice (including Unlisted Partly Paid Shares)	Dilutionary effect if all Incentive Options granted to the Director are exercised
MrStephen Hooper	3,000,000	63,517,984	4.72%

(d) if at any time any of the Incentive Options are exercised, and the Company’s Shares are trading on ASX at a price which is higher than the exercise price of the Incentive Options there may be a perceived cost to the Company. In the past twelve months before the date of this Notice, the highest, lowest and last trading price of Shares on ASX are set out below:

Highest	$0.15 cents on 13 July2007
Lowest	$0.059 cents on 17April 2007
Last	$0.13cents on 17 July2007

(e) as at the date of this Notice, and in addition to the current shareholding of the Director as noted elsewhere in this Notice, the Director receives the following benefits from the Company:

Director	Salary	Allowances	Total Benefits
MrStephen Hooper	$200,000	$15,000	$215,000

• (f) the Director currently has no relevant interests in the securities in the Company:

(g) the Incentive Options will be granted to the Director for nil consideration. The terms and conditions of the Incentive Options are detailed at Appendix E;

14

IC2 GLOBAL LIMITED ABN 55 062 583

EXPLANATORY STATEMENT

• (h) the quantum of Incentive Options proposed to be issued to the Director has been determined by the Board and form part of his remuneration package contained within an Employment Agreement and represents the expected personal contribution that the Director will make to the Company. The Board considers that the granting of Incentive Options to the Director constitutes valid consideration for the commitment to and work to be performed for the Company;

• (i) the opportunity cost in allowing the Director to be granted the Incentive Options is the loss of the potential for the Company to issue options with similar terms to the Incentive Options for cash consideration, and/or the potential to issue Shares at a price in excess of the exercise price of the Incentive Options. The Directors are unable to quantify the potential value of this opportunity cost with any reliability. Nevertheless, the Directors consider the opportunity cost and the potential financial loss is outweighed by the benefit to the Company of retaining cash reserves while still sufficiently remunerating the Director for work to be undertaken, and in attracting and ensuring the ongoing commitment of quality Board candidates and executives such as Mr Hooper;

• (j) the primary purposes of the grant of the Incentive Options to the Director include;

• (i) to ensure the Director receives adequate remuneration for work to be undertaken while maintaining the cash reserves of the company; and

• (ii) to attract and secure the ongoing commitment of such persons to the continued growth of the Company;

• (k) in relation to Resolution 5, all of the Directors other than Mr Stephen Hooper recommend that shareholders vote in favour of Resolution 5 for the reasons set out below. Mr Stephen Hooper does not wish to make a recommendation because he has a material personal interest in the outcome of Resolution 5. No Director, other than Mr Stephen Hooper, has an interest in the outcome of Resolution 5 other than as a shareholder of the Company;

• (l) the Directors of the Company consider the grant of the Incentive Options to the Director to be an appropriate issue of securities for the reasons set out in paragraph (j) above; and

• (m) the Directors of the Company are not aware of any other information that would be reasonably required by shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 5.

Details Concerning the Value of the Incentive Options

Details concerning the value of the Incentive Options are set out in Appendix F

15

IC2 GLOBAL LIMITED ABN 55 062 583

EXPLANATORY STATEMENT

Glossary of Defined Terms

“ASIC” means the Australian Securities and Investments Commission.

“ASX” means the Australian Stock Exchange Limited.

“Board” means the board of Directors of the Company.

“Company” and “IC2” means IC2 Global Limited (ACN 062 879 583).

“Corporations Act” means the Corporations Act 2001 (Cth).

“Directors” means the Directors of the Company.

“Director Options” means an option to subscribe for and be issued one Share that is exercisable at 6 cents on or before 5pm WST on 30 September 2010, the terms of which are detailed in Appendix C.

“Explanatory Statement” means the explanatory statement set out in Section 3 of this Memorandum.

“General Meeting” and “Meeting” means the meeting convened by the Notice.

“Incentive Option” means an option to subscribe for and be issued one Share that is exercisable at 13.85 cents on or before 5pm WST on 30 August 2009, the terms of which are detailed in Appendix E

“ Partly Paid Share” means a partly paid ordinary share in the capital of the Company, issued at $0.06 per share and paid to $0.0025 per share on application.

“Listing Rules” means the Official Listing Rules of ASX.

“Memorandum” means this Information Memorandum.

“Notice” means the notice of meeting set out in Section 2 of this Information Memorandum.

“Option” means an option to subscribe for and be issued one Share that is exercisable at 15 cents on or before 5pm WST on 30 June 2009, the terms of which are detailed in Appendix A

“Share” means a fully paid ordinary share in the capital of the Company.

“ WST” means Western Standard Time.

16

IC2 GLOBAL LIMITED ABN 55 062 583

EXPLANATORY STATEMENT

APPENDIX A

Terms and Conditions of 2009 Options

Each 2009 Option will entitle the holder to subscribe for a fully paid ordinary Share in the Company at fifteen (15) cents per Share on the following terms: -

• (a) The 2009 Options shall expire at 5:00 pm Western Standard Time on 30 June 2009 but may be exercised at any time prior to the 30 June 2009.

• (b) The 2009 Options are only exercisable at fifteen (15) cents each payable in cash.

• (c) The 2009 Options shall only be exercisable wholly or in part by executing and forwarding to the Company a 2009 Option Exercise Form.

• (d) There are no participating rights, or entitlements inherent in the 2009 Options to participate in any new issue or bonus issue of securities, which may be offered to members of the Company from time to time prior to or on 30 June 2009.

• (e) Optionholders have the right to exercise their 2009 Options prior to the date of determining entitlements to any capital issue to the then existing shareholders of the Company made during the currency of the 2009 Options. In this regard, Optionholders shall be given at least 10 Business Days notice, before the determination of entitlements to any issue, to exercise their 2009 Options.

• (f) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, the 2009 Options will be re-organised in accordance with the Listing Rules applicable at the time of the re-organisation.

• (g) Application for official quotation of the 2009 Options will be made by the Company in accordance with the ASX Listing Rules and the Corporations Act. In addition, application for official quotation of the Shares allotted and issued pursuant to the exercise of the 2009 Options will be made by the Company within three (3) business days after the date of allotment of such Shares.

• (h) Shares allotted and issued pursuant to the exercise of the 2009 Options will be allotted and issued no more than 15 days after the receipt of a properly executed exercise notice and receipt of the application moneys.

• (i) A statement will be issued for the 2009 Options. Attached to the statement there will be a form that must be executed and forwarded to the Company when exercising the 2009 Options. If there is more than one 2009 Option on a statement, and prior to 30 June 2009 those 2009 Options are exercised in part, the Company will issue another statement for the balance of the 2009 Options held and not yet exercised.

APPENDIX B

Terms and Conditions of the Placement Partly Paid Shares

• (a) Each Placement Partly Paid Share will be issued at a price of 0.0025 cents ($0.0025) per share

• (b) Each Placement Partly Paid Share will entitle the holder to convert to one fully paid ordinary share in the Company on payment of the outstanding price of 5.75 cents ($0.0575) per share.

• (c) The Placement Partly Paid Shares are convertible at any time on or before third anniversary of the issue date wholly or in part by payment of the outstanding price.

• (d) All shares allotted on conversion of the Placement Partly Paid Shares will rank equally in all respects with the Company’s then existing ordinary fully paid share

17

IC2 GLOBAL LIMITED ABN 55 062 583

EXPLANATORY STATEMENT

APPENDIX C

Terms and Conditions of Director Options

Each Director Option will entitle the holder to subscribe for a fully paid ordinary Share in the Company at six (6) cents per Share on the following terms: -

• (j) The Director Options shall expire at 5:00 pm Western Standard Time on 30 September 2010 but may be exercised at any time prior to the 30 September 2010.

• (k) The Director Options are only exercisable at six (6) cents each payable in cash.

• (l) The Director Options shall only be exercisable wholly or in part by executing and forwarding to the Company a Director Option Exercise Form.

• (m) There are no participating rights, or entitlements inherent in the Director Options to participate in any new issue or bonus issue of securities, which may be offered to members of the Company from time to time prior to or on 30 September 2010.

• (n) The Optionholder has the right to exercise his Director Options prior to the date of determining entitlements to any capital issue to the then existing shareholders of the Company made during the currency of the Director Options. In this regard, the Optionholder shall be given at least 10 Business Days notice, before the determination of entitlements to any issue, to exercise his Director Options.

• (o) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, the Director Options will be re-organised in accordance with the Listing Rules applicable at the time of the re-organisation.

• (p) Application for official quotation of the Shares allotted and issued pursuant to the exercise of the Director Options will be made by the Company within three (3) business days after the date of allotment of such Shares.

• (q) Shares allotted and issued pursuant to the exercise of the Director Options will be allotted and issued no more than 15 days after the receipt of a properly executed exercise notice and receipt of the application moneys.

• (r) A statement will be issued for the Director Options. Attached to the statement there will be a form that must be executed and forwarded to the Company when exercising the Director Options. If there is more than one Director Option on a statement, and prior to 30 September 2010 those Director Options are exercised in part, the Company will issue another statement for the balance of the Director Options held and not yet exercised.

18

IC2 GLOBAL LIMITED ABN 55 062 583

EXPLANATORY STATEMENT

APPENDIX D

Details Concerning the Value of the Director Options

The Company engaged Somes & Cooke Chartered Accountants to calculate a valuation of the Options proposed to be issued by the Company for determining the financial benefit to related parties of the Company pursuant to Resolution 4 of this Meeting.

An indicative valuation of the Options has been calculated by Somes & Cooke Chartered Accountants on 6 July 2007 as $0.1329 per Option.

The indicative valuation provided by Somes & Cooke Chartered Accountants has been based on a valuation methodology using the Binomial Option Pricing Model applying the following key assumptions:

• (a) The underlying Share price is based on the last sale price of an IC2 Share as at 6 July 2007, being 13.5 cents;

• (b) The grant date of the Director Options is expected to be 28 August 2007, based on shareholder approval at the Company’s General Meeting on 27 August 2007. The valuation is not a representative valuation of the Director Options at the proposed date of issue. In order for this to be provided, a new valuation model would need to be run with updated assumptions at the time of the issue (ie. within 1 month of the approval of Resolution 4);

• (c) The vesting of the Options immediately;

• (d) The expiry date of the Options being 30 September 2010;

• (e) The exercise price of the Options is $0.06;

• (f) A volatility factor, based on the ASX trading data of IC2 for a trading period of 3 years, of 256.57 %;

• (g) A risk free interest rate of 6.44 %; and

Whilst Somes & Cooke Chartered Accountants have not addressed the net benefit to the related party of the Company being issued the Options, the Directors have determined that the net financial benefit to the related party for each Option issued is the indicative valuation of $0.1329 per Option.

Somes & Cooke has utilized information provided by IC2 Global Limited and third party research sources to perform the valuation and has not independently audited or in any way verified any of the information utilized.

19

IC2 GLOBAL LIMITED ABN 55 062 583

EXPLANATORY STATEMENT

APPENDIX E

Terms and Conditions of Incentive Options

1. Each Incentive Option entitles the Employee to subscribe for and be allotted one Share, at an exercise price of 13.85 cents per Share ("Exercise Price") on or before the Expiry Date.

2. The Company must, as soon as it is reasonably practicable to do so, allot shares on exercise of the Incentive Option in accordance with the Listing Rules and register the Employee as a shareholder in the register of members in respect of the Shares so allotted. No Incentive Option may be exercised if to do so would contravene the Corporations Act or the Listing Rules.

3. An Incentive Option is exercisable by the Employee lodging a notice of exercise of option together with, subject to the Incentive Options terms, the Exercise Price for each Share to be issued on exercise, at the Company's registered office. The exercise of some Incentive Options only does not affect the Employees right to exercise other Incentive Options at a later time. Remittances must be made payable to the Company and cheques should be crossed "not negotiable".

4. The following number of Incentive Options may be exercised in whole or in part and from time to time at any time on or before 5pm WST within the number of years set out below from the date of the Incentive Options being granted to the Employee ("Expiry Date") upon the occurrence of the following events:

5. (a) Within 2 years - 500,000 Incentive Options will be exercisable upon the price of the Shares equaling a trading price that is 50% greater than the Exercise Price (i.e. 13.85 cents) for 10 consecutive trading days on the ASX;

6. (b) Within 2 years - 500,000 Incentive Options will be exercisable upon the price of the Shares equaling a trading price that is 75% greater than the Exercise Price (i.e. 13.85 cents) for 10 consecutive trading days on the ASX; and

7. (c) Within 2 years – 1,000,000 Incentive Options will be exercisable upon the price of the Shares equaling a trading price that is 100% greater than the Exercise Price (i.e. 13.85 cents) for 10 consecutive trading days on the ASX.

8. (d) Within 2 years – 1,000,000 Incentive Options will be exercisable upon the price of the Shares equaling a trading price that is 125% greater than the Exercise Price (i.e. 13.85 cents) for 10 consecutive trading days on the ASX.

For the avoidance of doubt, the Incentive Options may be exercised notwithstanding that at some later time the trading price may have subsequently fallen below the relevant trading prices set out above.

1. An Incentive Option not exercised by the Expiry Date lapses. There is no obligation to exercise the Incentive Options.

3. The Incentive Options are non-transferable.

4. The Company must apply to the ASX for official quotation of the Shares issued on any exercise of an Incentive Option.

5. Shares issued on any exercise of an Incentive Option will rank pari passu with all existing Shares from the date of issue and will be entitled to each dividend for which the books closing date for determining entitlements falls after the date of issue.

6. There are no participating rights or entitlements inherent in the Incentive Options and the Employee will not be entitled to participate in new issues of capital offered or made to shareholders during the currency of the Incentive Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 10 business days after the issue is announced. This will give the Employee the opportunity to exercise his Incentive Options prior to the date for determining entitlements to participate in any such issue.

7. There will be no change to the Exercise Price of an Incentive Option in the event of the Company making a pro rata issue of Shares or other securities to shareholders (other than a bonus issue).

20

IC2 GLOBAL LIMITED ABN 55 062 583

EXPLANATORY STATEMENT

1. If there is a bonus issue to shareholder ("Bonus Issue"), the number of Shares over which an Incentive Option is exercisable will be increased by the number of Shares which the holder would have received if the Incentive Option had been exercised before the record date for the Bonus Issue ("Bonus Shares"). The Bonus Shares must be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue and upon issue rank equally in all respects with the other Shares on issue as at the date of issue of the Bonus Shares.

2. The rights of the Employee will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation. The Company must give notice to the Employee of any adjustment to the number of Shares that the Employee is entitled to subscribe for or be issued on exercise of the Incentive Option or the exercise price per Share in accordance with the Listing Rules.

3. If the Employment Agreement terminates and, prior to termination or within 1 month of termination, the Incentive Options would have been exercisable had the Agreement not been terminated, then the Employee shall continue to be entitled to exercise such Incentive Options until the Expiry Date notwithstanding the termination of the Employment Agreement.

4. In the event that a takeover bid is made for the Company in accordance with the Corporations Act, or the Company enters into a transaction that results in it’s full board of directors changing the Employee will automatically be entitled to exercise all of the Incentive Options granted to him at his sole and absolute discretion whether or not the share trading price conditions referred to in Paragraph 4 shall have been met, but otherwise upon the terms and within the time and in the manner referred to in Paragraph 4.

21

IC2 GLOBAL LIMITED ABN 55 062 583

EXPLANATORY STATEMENT

APPENDIX F

Details Concerning the Value of the Incentive Options

The indicative valuation of the Incentive Options has been calculated by Somes & Cooke Chartered Accountants on 16 July 2007 as being as follows:

Class of Incentive Option	Exercise Price	Expiry Date	Vesting Condition	Valuation
A	$0.1385	27 August 2009	Upon the price of the Company’s fully paid ordinary shares equaling a price that is 50% greater than the exercise price of the Incentive Options for 10 consecutive trading days on theASX	$34,300
B	$0.1385	27 August 2009	Upon the price of the Company’s fully paid ordinary shares equaling a price that is 75% greater than the exercise price of the Incentive Options for 10 consecutive trading days on theASX	$34,150
C	$0.1385	27 August 2009	Upon the price of the Company’s fully paid ordinary shares equaling a price that is 100% greater than the exercise price of the Incentive Options for 10 consecutive trading days on theASX	$67,800
D	$0.1385	27 August 2009	Upon the price of the Company’s fully paid ordinary shares equaling a price that is 125% greater than the exercise price of the Incentive Options for 10 consecutive trading days on theASX	$67,000

The indicative valuation provided by Somes & Cooke Chartered Accountants has been based on a valuation methodology using the Binomial Option Pricing Model applying the following key assumptions:

• (a) The underlying share price is based on the last sale price of an IC2 Global Share as at 16 July 2007, being 14.5 cents;

• (b) The grant date of the Incentive Options is 16 July 2007, and is subject to shareholder approval at the Company’s General Meeting on 27 August 2007. The valuation is not a representative valuation of the Incentive Options at the proposed date of issue. In order for this to be provided, a new valuation model would need to be run with updated assumptions at the time of the issue.

• (c) Vesting

• a. In accordance with the terms and conditions of the Incentive Options, the Incentive Options will vest where the vesting conditions for the various classes of Incentive Options are met as set out above;

• (d) The expiry date of the Incentive Options will be 2 years from their date of issue, therefore likely to be 27 August 2009;

• (e) The exercise price of the Incentive Options is $0.1385

• (f) An issue price of nil consideration;

• (g) A volatility factor, based on the ASX trading data of IC2 Global for a period two years, of 207.65%; and

• (h) A risk free interest rate of 6.39%.

Somes & Cooke has utilized information provided by IC2 Global Limited and third party research sources to perform the valuation and has not independently audited or in any way verified any of the information utilized.

22

PROXY FORM

APPOINTMENT OF PROXY IC2 GLOBAL LIMITED ABN 55 062 879 583

GENERAL MEETING

I/We

being a Member of IC2 Global Limited entitled to attend and vote at the Meeting, hereby

Appoint

Name of proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the General Meeting to be held in the Presidents Room at the Celtic Club, 48 Ord Street, West Perth, Western Australia, on Monday, 27[th] August 2007 at 9.00am (WST) and at any adjournment thereof.

Voting on Business of the General Meeting

		FOR	FOR	FOR	AGAINST	ABSTAIN	ABSTAIN
Resolution	1	Appointment of Mr Stephen Hooper
Resolution	2	Approve a Placement of Shares and Options
		and Partly Paid Shares.
Resolution	3	Approve a Placement Authority for Shares
		and 2009 Options.
Resolution	4	Approve Placement of Options to
		Mr Rodger Johnston.
Resolution	5	Approve Placement of Incentive Options
		to Mr Stephen Hooper

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll, OR

If you do not wish to direct your proxy how to vote, please place a mark in this box

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of the interest. The Chairman will vote in favour of all of the resolutions if no directions are given.

YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY FORM WILL BE DISREGARDED.

If two proxies are being appointed, the proportion of voting rights this proxy represents is

%

Signed this day of 2007

Individuals and joint holders		Companies (affix common seal if appropriate)
Signature		Director
Signature		Director/Company Secretary
Signature		Sole Director and Sole Company Secretary

23

IC2 GLOBAL LIMITED

ACN 062 879 583

Instructions for Completing ‘Appointment of Proxy’ Form

1.

A member entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

2.

A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.

3.

Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

• 2 directors of the company;

• a director and a company secretary of the company; or

• for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

4.

Completion of a Proxy Form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.

5.

Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

1. To vote by Proxy, please complete and sign the Proxy Form as soon as possible and either:

2. Return the Proxy Form by post to Security Transfer Registrars Pty Ltd, 770 Canning Highway, Applecross, WA 6153; or

3. Send the Proxy Form by facsimile to the Company on facsimile number (08) 9322 7823 (International: +61 8 9322 7823); or

4. Deliver the Proxy Form to the registered office of the Company at Level 1, 47 Ord Street, West Perth, Western Australia,

So that it is received not later than 9:00am (WST), Saturday, 25[th] August 2007.

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