ADSLOT LTD. — Capital/Financing Update 2010

Feb 16, 2010

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

Webfirm Group Limited

ABN

70 001 287 510

We (the entity) give ASX the following information.

Please note, this Appendix 3B is being lodged following the completion of the Entitlement Issue and dispatch of holding statements, and is an update to the Appendix 3B issued by the Company on 8 January 2010.

Part 1 - All issues

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

1 +Class of+securities issued or to be issued 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)	Fully paid ordinary shares in Webfirm Group Limited (Shares).
	119,135,289 Securities under the entitlement offer (Entitlement Offer).
	Fully paid ordinary shares.

• See chapter 19 for defined terms.

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Yes.

4 Do the[+] securities rank equally in all Yes. 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 5 Issue price or consideration $0.035 per Share. 6 Purpose of the issue The proceeds of the issue will be used for (If issued as consideration for the working capital purposes, to develop the acquisition of assets, clearly identify business of Adslot Pty Ltd and pay the those assets) expenses of the Entitlement Offer. 7 Dates of entering[+] securities into 17 February 2010 uncertificated holdings or despatch of certificates Number ~~+~~ Class 8 Number and +class of all 425,707,257 Fully paid ordinary +securities quoted on ASX shares. ( including the securities in clause 2 if applicable)

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9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable)	Number	~~+~~Class
	62,887,260 314,292 385,000 2,000,000 2,000,000 100,000 5,660,001 6,000,003 2,000,000	Fully paid ordinary shares restricted until 16 February 2011 Employee shares escrowed to various future dates Ordinary shares escrowed until 1 July 2010 Ordinary shares escrowed and subject to loan arrangements Options exercisable by 10.4.11 @ $0.50 Options exercisable by 10.4.11 @ $0.50 Options exercisable by 30.06.12 @ $0.10 Options exercisable by 30.06.12 @ $0.10 Options exercisable by 22.10.12 @ $0.09

10 Dividend policy (in the case of a There has been no change to Webfirm Group trust, distribution policy) on the Limited's dividend policy. increased capital (interests)

• See chapter 19 for defined terms.

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Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations	No.
	Non-renounceable.
	3 new Shares for every 5 Shares held as at the record date (see item 15 below).
	Fully paid ordinary shares.
	7.00pm (Melbourne time) on 18 January 2010.
	No.
	Where fractions arise in the calculation of shareholders' entitlements under the Entitlement Offer they will be rounded down to the next whole number of the new Securities.
	All countries other than Australia and New Zealand and any other jurisdictions into which it is decided to make offers.
	5.00pm on 9 February 2010.

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20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 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 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if	Underwriter - E.L. & C. Baillieu Stockbroking Ltd Sub-underwriters – Mr Adrian Giles (or his nominee) who is the Chairman of Webfirm Group Limited; Mr Chris Morris (or his nominee) who is a substantial shareholder of Webfirm Group Limited; and other persons or entities identified by E.L. & C. Baillieu Stockbroking Ltd.
	Webfirm Group Limited must pay to the underwriter an underwriting fee equal to 4% of the Entitlement Offer proceeds and a management fee equal to 1% of the Entitlement Offer proceeds.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	No prospectus or product disclosure statement is being produced. However the Entitlement Offer documents will be sent to eligible Security holders on 22 January 2010.
	Not applicable.
	Not applicable.
	Not applicable.

• See chapter 19 for defined terms.

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applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date
	Not applicable.
	Not applicable.
	Not applicable.
	17 February 2010.

• See chapter 19 for defined terms.

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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)[Securities described in Part 1 ]

• (b)[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

• 35[If the ][+][securities are ][+][equity securities, the names of the 20 largest holders of the ] additional[+] securities, and the number and percentage of additional[+] securities held by those holders

   NAME                                                  NUMBER        % HELD

1  VENTURIAN PTY LTD <MAVERICK INNOVATION A/C>           51,722,069    10.53
2  FINICO PTY LIMITED                                    24,185,714     4.92
3  FINICO PTY LTD                                        17,386,160     3.54
4  MR ANTHONY DU PREEZ & MRS GEORGIA DU PREEZ            12,968,051     2.64
   <DU PREEZ FAMILY A/C>
5  JVC ELLENPORT PTY LTD <ELLENPORT FAMILY A/C>          12,968,051     2.64
6  NOMEX NOMINEES PTY LTD <SETTLEMENT ACCOUNT>           11,552,601     2.35
7  ALCATT PTY LTD <TRUSTCAT INVESTMENT A/C>              11,230,728     2.29
8  SOMNUS PTY LTD <RODGER HEAD FAMILY A/C>               11,092,215     2.26
9  MR DONALD WILLIAM HOWEL & MRS SUZANNE MARGARET HOWEL   9,114,239     1.86
   <HOWEL FAMILY SUPER FUND A/C>

• 10 YARRA VENTURES PTY LTD <GILES SHARE A/C> 8,706,577 1.77 11 PHILIP MURPHY INVESTMENTS PTY LTD 8,290,838 1.69 <PHILIP MURPHY S/FUND A/C>

12 ANDAMA HOLDINGS PTY LTD <J & M BARLOW PENSION FUND AC> 7,920,853     1.61
13 ANDAMA HOLDINGS PTY LTD <J & M BARLOW PENISION A/C>    6,176,000     1.26
14 CAPITAL ACCRETION PTY LTD <FORTIFIED VALUE A/C>        6,065,469     1.23
15 K PAGNIN PTY LTD <K PAGNING FAMILY A/C>                5,714,286     1.16
16 KEO PROJECTS PTY LTD <SUPERANNUATION FUND A/C>         5,714,285     1.16
17 SOMNUS PTY LTD <SOMNUS P/L S/FUND A/C>                 5,616,003     1.14
18 GILES SHARE INVESTMENTS PTY LTD <GILES SHARE A/C>      5,569,629     1.13
19 VENTURIAN PTY LTD <MAVERICK INNOVATION A/C>            4,769,962     0.97
20 SISUG PTY LTD <SISU SUPER FUND A/C>                    4,713,468     0.96

• 36[If the ] +securities setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ]

1 - 5,000 329 5,001 - 10,000 382 10,001 - 100,000 1,002 100,001 – 1,000,000 316 1,000,001 86

• 37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

ntities that have ticked box 34(b)
38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the+securities rank equally in 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 now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) 42 Number and+class of all+securities quoted on ASX (_including_the securities in clause 38)
	Number	+Class

• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not 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 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.

• 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: Date: 17 February 2010

(Company Secretary)

Print name: DAMIAN ELEMENT

• See chapter 19 for defined terms.

• 24/10/2005 Appendix 3B Page 9

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