CYCLIQ GROUP LTD — Capital/Financing Update 2008

Jun 3, 2008

Appendix 3B New issue announcement

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

MODENA RESOURCES LIMITED

ABN

119 749 647

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)	Options
	Approximately 64,334,090
	Each option is to subscribe for one ordinary share at an issue price of 20 cents on or before 30 June 2010.

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

• 4 Do the[+] securities rank equally in all No – no existing quoted options 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 One (1) cent per Option 6 Purpose of the issue Benefit to shareholders as foreshadowed in the (If issued as consideration for the Company’s IPO Prospectus dated 24 September acquisition of assets, clearly identify 2007 and to provide working capital. those assets)

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

• Number +Class

• 8 Number and +class of all 44,286,590 Ordinary fully paid shares +securities quoted on ASX ( including the securities in clause 2 if applicable) 64,334,090 Options exercisable at 20 cents each on or before 30 June 2010

• See chapter 19 for defined terms.

Appendix 3B Page 2

24/10/2005

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	20,047,500 3,428,571 3,333,333	Ordinary fully paid shares Convertible notes (Face value - $1,200,000) convertible at lesser of $0.35 or 85% of 5 day weighted average market price on or before 31/01/2010 Convertible notes (Face value - $1,500,000) convertible at lesser of $0.45 or 85% of 5 day weighted average market price onorbefore31/01/2010
	Not applicable

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	No
	Non-renounceable
	One option for every one share held
	Ordinary fully paid shares
	24 June 2008
	Not applicable
	Fractional entitlements will be rounded down to the nearest whole number

• See chapter 19 for defined terms.

1/1/2003

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Appendix 3B New issue announcement

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 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)	Not applicable
	14 July 2008
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	30 June 2008
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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1/1/2003

Appendix 3B New issue announcement

30 How do[+] security holders sell their Not applicable entitlements in full through a broker? 31 How do[+] security holders sell part Not applicable of their entitlements through a broker and accept for the balance? 32 How do[+] security holders dispose Not applicable of their entitlements (except by sale through a broker)? 33 +Despatch date 22 July 2008

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 - To be advised

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 - To be advised 37 A copy of any trust deed for the additional[+] securities – N/A

• See chapter 19 for defined terms.

1/1/2003

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Appendix 3B New issue announcement

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.

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1/1/2003

Appendix 3B New issue announcement

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: C Willis (Director)

Date: 4 June 2008

Print name: Craig Willis

== == == == ==

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

Appendix 3B New issue announcement

Option Terms and Conditions

• (i) Each Option entitles the holder to subscribe for and be allotted one ordinary fully paid share in the company;

• (ii) The exercise price of each Option is 20 cents; (iii) The Options will expire at 5.00 pm WST on 30 June 2010 (“the Expiry Date”); (iv) The Options are exercisable at any time on or prior to the Expiry Date by notice in writing to the directors of the company accompanied by payment of the exercise price;

• (v) Shares issued upon exercise of any Options will rank equally in all respects with the company’s then existing ordinary fully paid shares. The Company will apply for Official Quotation by ASX of all Shares issued upon exercise of the Options within three business days after the date of allotment of those Shares;

• (vi) The options are freely transferable in whole or part at any time prior to the Expiry Date;

• (vii) There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Options. However, if from time to time on or prior to the expiry date the company makes an issue of new shares to the holders of ordinary fully paid shares, the company will send a notice to each holder of Options at least nine (9) business days before the record date referable to that issue. This will give optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue;

• (viii) If from time to time on or prior to the Expiry Date the company makes an issue of shares to the holders of ordinary fully paid shares in the company by way of capitalisation of profits or reserves (a bonus issue ), then upon exercise of their Options, Optionholders will be entitled to have issued to them (in addition to the shares which would otherwise be issued to them upon such exercise) the number of shares of the class which would have been issued to them under that bonus issue ( bonus shares ) if on the record date for the bonus issue they had been registered as the holder of the number of shares of which they would have been registered as holder if, immediately prior to that date, they had duly exercised their Options and the shares the subject of such exercise had been duly allotted and issued to them. The bonus shares will be paid up by the company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue will rank pari passu in all respects with the other shares allotted upon exercise of the Options;

• (ix) There is no right to a change in the exercise price of the Options or to the number of shares over which the Options are exercisable in the event of a new issue of capital (other than a bonus issue) during the currency of the Options; and

• (x) in the event of any reorganisation (including consolidation, subdivision, reduction or cancellation) of the issued capital of the company on or prior to the Expiry Dates, the rights of Optionholders will be changed to the extent necessary to comply with the applicable ASX Listing Rules in force at the time of the reorganisation.

• See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003