Union Resources Limited QUARTERLY ACTIVITIES STATEMENT FOR PERIOD ENDED 31 MARCH 2008 Background Union Resources Limited ("Union" or "the Company") is focused on the development of the Mehdiabad Base Metal Project ("the Project") located in Central Iran. The Project is carried on by Union, Iranian Mines and Mining Industries Development and Renovation Organisation ("IMIDRO") and the company Itok GmbH ("Itok") through an incorporated Iranian joint venture company, Mehdiabad Zinc Company ("MZC"). Union has to date invested in excess of US$15 million on exploration and feasibility activities relating to the Project. As previously advised, IMIDRO purported to terminate several agreements governing the Project in December 2006. Union stated then, and is still firmly of the opinion, that the agreements were invalidly terminated. Since that time Union has been negotiating with various Iranian parties in an effort to resolve the impasse and progress the Project. At the same time, Union has been exploring the possibility of resolving the matter through arbitration and has made initial preparations for instituting arbitration proceedings should that become necessary. Union has also previously advised that it has received notification from the MZC Board that Project expenditure by it and Itok of US$9,695,992 and US$463,179 respectively has been approved by the MZC Board. Whilst the sum of US$9,695,992 represents only part of what Union claims is its legitimate Project expenditure, the significance of the MZC Board's determination is that it constitutes formal recognition that Union and Itok have met their initial "earn-in" expenditure commitment under the Project agreements. The effect of this is that Union is entitled to have its Project expenditure through MZC converted to an approximately 47.7% equity in MZC (with Itok entitled to an approximately 2.3% equity). This will prove to be of significant benefit if a resolution of the current dispute can be achieved. Activities during quarter During the quarter Union continued to hold discussions with the relevant Iranian parties in an effort to resolve the Project dispute and progress the Project, and further discussions are scheduled to be held in Dubai in early May. Union's Managing Director, Dr Frank Reid was appointed chairman of MZC on 12 February. During the quarter Union also investigated possible involvement in other projects, and such investigation is ongoing. No exploration activities were undertaken in the quarter. Nor did the Company undertake any mining production and development activities in the quarter. Stephen Gatley and John Lemon were each appointed as a director of the Company in February and March respectively, and Mark Pratt resigned as a director of the Company in March. UNION RESOURCES LIMITED Dr Frank Reid Managing Director For further information contact: Australia: Union Resources Limited Frank Reid - Managing Director Phone: +61 07 3833 3833 Email: info@unionresources.com.au London: Hanson Westhouse Limited Louis Castro or Martin Davison 0207 7601 6100 Bankside Consultants Simon Rothschild or Louise Mason 020 7367 8888 Appendix 5B Mining exploration entity quarterly report Introduced 1/7/96. Origin: Appendix 8. Amended 1/7/97, 1/7/98, 30/9/2001. Name of entity Union Resources Limited ABN Quarter ended ("current quarter") 40 002 118 872 31 March 2008 Consolidated statement of cash flows Cash flows related to operating Current quarter Year to date activities $A'000 (9 months) $A'000 1.1 Receipts from product sales and - - related debtors 1.2 Payments for (a) exploration and (115) (356) evaluation - - (b) development - - (c) production (545) (1,929) (d) administration 1.3 Dividends received - - 1.4 Interest and other items of a 40 117 similar nature received 1.5 Interest and other costs of finance - - paid 1.6 Income taxes paid - 9 1.7 Other (provide details if material) 8 33 Net Operating Cash Flows (612) (2,126) Cash flows related to investing activities 1.8 Payment for purchases of: (a) - - prospects - - (b) equity investments (6) (21) (c) other fixed assets 1.9 Proceeds from sale of: (a) - - prospects 0 2 (b) equity - - investments c. other fixed assets 1.10 Loans to other entities - - 1.11 Loans repaid by other entities - - 1.12 Other (provide details if material) - - Net investing cash flows (6) (19) 1.13 Total operating and investing cash (618) (2,145) flows (carried forward) 1.13 Total operating and investing cash (618) (2,145) flows (brought forward) Cash flows related to financing activities 1.14 Proceeds from issues of shares, (37) 2,357 options, etc. 1.15 Proceeds from sale of forfeited - - shares 1.16 Proceeds from borrowings - - 1.17 Repayment of borrowings - - 1.18 Dividends paid - - 1.19 Other (provide details if material) - - Net financing cash flows (37) 2,357 Net increase (decrease) in cash (654) 212 held 1.20 Cash at beginning of quarter/year 2,463 1,602 to date 1.21 Exchange rate adjustments to item (2) (7) 1.20 1.22 Cash at end of quarter 1,807 1,807 Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities Current quarter $A'000 1.23 Aggregate amount of payments to the parties included 246 in item 1.2 1.24 Aggregate amount of loans to the parties included in - item 1.10 1.25 Explanation necessary for an understanding of the transactions Salaries and directors fees Non-cash financing and investing activities 2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows Nil 2.2 Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest Nil Financing facilities available Add notes as necessary for an understanding of the position. Amount available Amount used $A'000 $A'000 3.1 Loan facilities - - 3.2 Credit standby arrangements - - Estimated cash outflows for next quarter $A'000 4.1 Exploration and evaluation 100 4.2 Development - Total 100 Reconciliation of cash Reconciliation of cash at the end of the Current quarter Previous quarter quarter (as shown in the consolidated statement of cash flows) to the related $A'000 $A'000 items in the accounts is as follows. 5.1 Cash on hand and at bank 306 463 5.2 Deposits at call 1,500 2,000 5.3 Bank overdraft - - 5.4 Other (provide details) - - Total: cash at end of quarter (item 1,806 2,463 1.22) Changes in interests in mining tenements Tenement Nature of interest Interest Interest reference at at end of (note (2)) beginning quarter of quarter 6.1 Interests in mining - - - - tenements relinquished, reduced or lapsed 6.2 Interests in mining - - - - tenements acquired or increased Issued and quoted securities at end of current quarter Description includes rate of interest and any redemption or conversion rights together with prices and dates. Total number Number quoted Issue price Amount paid up per security per security (see note 3) (see note 3) (cents) (cents) 7.1 Preference + - - - - securities (description) 7.2 Changes during quarter (a) Increases - - - - through issues (b) Decreases - - - - through returns of capital, buy-backs, redemptions 7.3 +Ordinary 898,373,543 898,373,543 Fully paid Fully paid securities 7.4 Changes during quarter (a) Increases - - - - through issues (b) Decreases - - - - through returns of capital, buy-backs 7.5 +Convertible - - - - debt securities (description) 7.6 Changes during quarter (a) Increases - - - - through issues (b) Decreases - - - - through securities matured, converted 7.7 Options Exercise price Expiry date (description 246,040,340 246,040,340 and UCLOA UCLOA 9.82 31 March 2009 conversion factor) 264,428,911 264,428,911 10.00 31 March 2009 UCLOB UCLOB 90,000,000 - 7.50 31 March 2009 Unlisted 6,000,000 - 2.00 31 March 2013 Unlisted 5,333,332 - 2.10 31 March 2015 Unlisted 2,666,666 - By reference 31 March 2015 Unlisted to future market price 7.8 Issued during - - - - quarter 7.9 Exercised - - - - during quarter 7.10 Expired - - - - during quarter 7.11 Debentures - - (totals only) 7.12 Unsecured - - notes(totals only) Notes 1 The quarterly report provides a basis for informing the market how the entity's activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report. 2 The "Nature of interest" (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items 6.1 and 6.2. 3 Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities. 4 The definitions in, and provisions of, AASB 1022: Accounting for Extractive Industries and AASB 1026: Statement of Cash Flows apply to this report. 5 Accounting Standards ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with. END