URL Union

    9 October 2008

                            Union Resources Limited                            

                                (the "Company")                                

        NON-RENOUNCEABLE 1 FOR 5 RIGHTS ISSUE - Letter to Shareholders         

Further to the announcement dated 7 October 2008 the following letter has been
sent to shareholders in the Company.

On 7 October 2008 the Company notified the Australian Securities Exchange (ASX)
that it will undertake a one (1) for five (5) non-renounceable rights issue to
raise up to approximately $1,976,422 through the issue of up to 179,674,709
fully paid ordinary shares at $0.011 (1.1 cents) each. Shareholders will be
offered the opportunity to purchase one share for every five shares held by
them as at the record date of 5.00 pm (AEDST) 16 October 2008 (Record Date).
The shares issued will rank equally in all respects with the existing shares on
issue in the Company. Shareholders will also receive one free attaching options
for every five shares subscribed for by them under the rights issue. All
fractional entitlements to shares and options will be rounded up to the nearest
whole number.

The Company currently has 898,373,543 shares on issue, all of which are quoted
on ASX, and 617,469,249 options on issue. However, 11,166,665 options do not
vest prior to the Record Date and cannot be exercised and a further 3,000,000
options are subject to vesting conditions, being 1,500,000 options vesting
where the 5 day volume weighted average price of Shares exceeds 5 cents and a
further 1,500,000 options vesting where the 5 day volume weighted average price
of Shares exceeds 10 cents. The balance of 603,302,584 options may be exercised
prior to the Record Date in order to participate in the rights issue.

The maximum number of Shares to be issued pursuant to this rights issue,
assuming no Options are exercised prior to the Record Date, is approximately
179,674,709 bringing the total number of shares on issue in the Company to
1,078,048,252 shares. Application will be made to the ASX for quotation of all
shares issued under the rights issue.

Funds raised from the rights issue will be expended solely on the Company's
Namibian Sandpiper Phosphate Project, other than funds allocated for working
capital which will be used to fund the Company's general administrative
expenses and expenses of the offer. The funds raised will be used for:

 1. undertaking confirmatory sampling (including acquisition of gravity cores
    and grab samples) and subsequent geo-statistical analysis;
   
 2. undertaking sampling for process testing and geotechnical assessment;
   
 3. undertaking a dredging assessment;
   
 4. payment of the US$500,000 cash settlement sum to the vendor of the project;
   
 5. working capital generally; and
   
 6. expenses of the offer.
   
The timetable for the rights issue is as follows*:

1. Lodge Prospectus with the ASIC                           7 October 2008     
                                                                               
2. Lodge Appendix 3B and Prospectus with ASX                                   
                                                                               
Notice to Option Holders                                    8 October 2008     
                                                                               
Notice to Shareholders                                      9 October 2008     
                                                                               
  Shares trade "Ex" the entitlements issue on the ASX       10 October 2008    
                                                                               
Record Date to identify Eligible Shareholders and to      5.00 pm (AEDST) on   
determine Entitlements under the Prospectus                 16 October 2008    
                                                                               
 1. Despatch of Prospectus and Entitlement and              21 October 2008    
    Acceptance Form ("Opening Date")                                           
                                                                               
 2. Advise ASX that despatch completed                                         
                                                                               
Closing Date                                              5.00 pm (AEDST) on   
                                                           12 November 2008    
                                                                               
Securities quoted on a deferred settlement basis           13 November 2008    
                                                                               
ASX notified of under-subscriptions                        17 November 2008    
                                                                               
Despatch of holding statements                             20 November 2008    
                                                                               
Date of quotation of shares issued under the rights        21 November 2008    
issue                                                                          

*The dates shown in the timetable are indicative only and, subject to the ASX
Listing Rules and the Corporations Act 2001, the Company reserves the rights to
change any date, including to extend the closing date or to close the offer
early without prior notice.

The Record Date for determining eligibility to participate in the rights issue
is 5.00 pm (AEDST) on 16 October 2008.

Your share entitlement will be shown on the personalised Entitlement and
Acceptance Form which will accompany the offer document when it is mailed to
you. There is also provision to apply for further shares in addition to your
entitlement in the event not all entitlements are taken up and there is a
shortfall, although you are not assured of receiving shares under the shortfall
offer.

The Company reserves the right, within 3 months after the close of the offer
under the rights issue, to allot and issue any shortfall to eligible
shareholders and non-shareholders at the discretion of the Directors.

The rights issue is not underwritten. There are no brokers to the rights issue.
No handling fee will be paid to brokers.

Before making a decision whether to take up any of your rights to new shares,
please read the offer document carefully when you receive it. The offer closes
at 5.00 pm (AEDST) on 12 November 2008.

If you have any questions regarding your rights, or the mailing of the offer
document and the accompanying Entitlement and Acceptance Form, please contact
the Company Secretary, John Lemon (Tel 07 3833 3833).

The distribution of the Rights Issue Prospectus in jurisdictions outside
Australia may be restricted by law and persons who come into possession of the
Rights Issue Prospectus should seek advice on and observe any of these
restrictions.  Failure to comply with these restrictions may violate securities
laws.  Applicants who are resident in countries other than Australia should
consult their professional advisers as to whether any governmental or other
consents are required or whether any other formalities need to be considered
and followed.

For further information contact:

Australia: Union Resources Limited
Mr John Lemon - Company Secretary
Phone: +61 7 3833 3833

London: Hanson Westhouse Limited
Bill Staple or Martin Davison
020 7601 6100

Bankside Consultants
Simon Rothschild or Louise Mason
020 7367 8888



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