AUSQUEST LIMITED — Capital/Financing Update 2008

Nov 20, 2008

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.

Name of entity

AUSQUEST LIMITED

ABN

35 091 542 451

We (the entity) give ASX the following information.

Part 1 - All issues

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

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
	68,308,791 fully paid ordinary shares
	The shares are fully paid ordinary shares.

• See chapter 19 for defined terms.

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Appendix 3B Page 1

• 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

Fully paid ordinary shares at $0.40 per share

• 6 Purpose of the issue Issue of fully paid ordinary shares pursuant to (If issued as consideration for the the Subscription and Option Agreement with acquisition of assets, clearly identify Cliffs Australia Holdings Pty Ltd announced to those assets) the ASX on 11 September 2008 and approved by Shareholders at the Annual General Meeting held on 18 November 2008.

• 7 Dates of entering[+] securities into uncertificated holdings or despatch of certificates

on 21 November 2008

Number +Class 8 Number and +class of all 227,695,970 Ordinary fully paid shares. +securities quoted on ASX 104,816,999 20c options exp.30 Nov 2009. ( including the securities in clause 2 if applicable) Number +Class 9 Number and +class of all 1,875,000 Options exp 31 Aug 2009 ex. 30c +securities not quoted on ASX 3,700,000 Options exp 30 June 2011 ex. 54c ( including the securities in clause 2 500,000 Options exp 31 Jan 2012 ex. 30c if applicable) 1,250,000 Options exp 31 Dec 2012 ex. 35c 21,590,000 Options exp 21 May 2011 ex. 40c 10 Dividend policy (in the case of a No dividend policy currently. trust, distribution policy) on the increased capital (interests)

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

• See chapter 19 for defined terms.

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Appendix 3B Page 3

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 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?

• See chapter 19 for defined terms.

Appendix 3B Page 4

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

• 33 +Despatch date

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

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

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

• See chapter 19 for defined terms.

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Appendix 3B Page 5

Entities 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.

Appendix 3B Page 6

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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.

• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided 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.

• See chapter 19 for defined terms.

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• 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: xx November 2008 (Company secretary)

Print name: Darren Crawte

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 8

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AUSQUEST LTD ABN 35 091 542 451

TOP SPREAD REPORT

OPID: WEB OPERATOR DATE: 21/11/2008 2:39:30PM CLASS: AQD ORDINARY FULLY PAID PAGE: 1

1 1,001 5,001 10,001 100,001 1,000 5,000 10,000 100,000 999,999,999,999 SPREAD OF HOLDINGS - - - - - NUM LOCALITY ANALYSIS OVERSEAS 1 - 999 1000 - 1999 2000 - 2999 3000 - 3999 4000 - 4999 5000 - 5999 6000 - 6999 7000 - 7999 8000 - 8999 9000 - 9999 TOTAL TOTAL	B	222 383 271 857 195 45 6 26 389 509 192 91 652 13 3 2 ER OF HOLDERS 1,928 1,928	28,873 1,103,467 2,196,656 29,531,338 194,835,636 4,212,091 81,656 943,151 22,727,060 52,914,023 10,318,660 2,675,291 133,585,880 192,744 31,700 13,714 NUMBER OF UNITS % OF TOTAL IS 227,695,970 227,695,970	SUE CAPITAL
				0.013 0.485 0.965 12.970 85.568 % % % % % 100.000 1.850 0.036 0.006 0.414 9.981 23.239 4.532 1.175 58.669 0.085 0.014 % % % % % % % % % % % 100.000 % %

TOP 20 HOLDERS REPORT

AUSQUEST LTD

ABN 35 091 542 451

OPID:

WEB OPERATOR

CLASS: AQD ORDINARY FULLY PAID

DATE:21/11/2008 2:39:30PM

PAGE:

2

<------------	---------------- CURRENT STATUS ------------------------->	Total Units 68,308,791 15,107,946 10,500,000 8,798,684 6,160,000 6,040,000 5,405,106 4,508,658 2,832,315 2,775,601 2,629,103 2,071,777 1,992,709 1,969,163 1,693,248 1,662,898 1,637,425 1,332,538 1,190,000 1,186,550 147,802,512		% Issue Capital Cum Units 68,308,791 30.000 83,416,737 6.635 93,916,737 4.611 102,715,421 3.864 108,875,421 2.705 114,915,421 2.653 120,320,527 2.374 124,829,185 1.980 127,661,500 1.244 130,437,101 1.219 133,066,204 1.155 135,137,981 0.910 137,130,690 0.875 139,099,853 0.865 140,793,101 0.744 142,455,999 0.730 144,093,424 0.719 145,425,962 0.585 146,615,962 0.523 147,802,512 0.521 64.912	Total Units % Cum Units <- LAST PRINT 20/11/2 30.000 15,107,946 36.635 10,500,000 41.247 8,798,684 45.111 6,160,000 47.816 6,040,000 50.469 5,405,106 52.843 4,508,658 54.823 2,832,315 56.067 2,775,601 57.286 2,629,103 58.440 2,071,777 59.350 1,992,709 60.225 1,969,163 61.090 1,693,248 61.834 1,662,898 62.564 1,637,425 63.283 1,332,538 63.868 1,190,000 64.391 1,186,550 64.912	%Issue Capital Unit Change 008 -> 68,308,791 6.635 4.611 3.864 2.705 2.653 2.374 1.980 1.244 1.219 1.155 0.910 0.875 0.865 0.744 0.730 0.719 0.585 0.523 0.521	%Unit Change
RANK 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20	SHAREHOLDER CLIFFS AUSTRALIA HOLDINGS PTY LTD ANZ NOMINEES LIMITED HAMERSLEY HOLDINGS LIMITED NATIONAL NOMINEES LIMITED CHRYSALIS INVESTMENTS PTY LTD MR ROSS JEREMY TAYLOR OXIANA LIMITED CHRYSALIS INVESTMENTS PTY LTD MR JOHN ALEXANDER INNES & MRS LJUBA INNES MR GRAEME DREW & MRS BARBARA JANE DREW INTAGLIO PTY LTD UBS WEALTH MANAGEMENT AUSTRALIA NOMINEES PTY LTD ASUPER PTY LTD MR GLENN MARTIN COURTIS ANTICO HOLDINGS PTY LTD JAMES THORNETT ASUPER PTY LTD HFTT PTY LTD ASUPER PTY LTD INVIA CUSTODIAN PTY LIMITED
							30.000