CYCLIQ GROUP LTD — Capital/Financing Update 2009

Jan 29, 2009

==> picture [121 x 49] intentionally omitted <==

ACN 119 749 647

==> picture [420 x 46] intentionally omitted <==

30 January 2009

Companies Announcements Office ASX Limited 20 Bridge Street Sydney NSW 2000

APPENDIX 3B

Please find attached an Appendix 3B relating to today’s announcement on the issue of secured convertible notes.

Yours faithfully

Craig Willis Director

Suite B 150 Hay Street Subiaco Western Australia 6008 Phone 08 9388 8439 Fax 08 9388 8450

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 Convertible Notes ( Notes ) issued Ordinary Shares 2 Number of[+] securities issued or to 10,000,000 Notes be issued (if known) or maximum 10,000,000 Ordinary Shares number which may be issued 3 Principal terms of the[+] securities Notes - The principal terms of the Notes are (eg, if options, exercise price and as set out in the company’s announcement expiry date; if partly paid +securities, the amount outstanding dated 30 January 2009. and due dates for payment; if +convertible securities, the Shares – Ordinary fully paid conversion price and dates for conversion)

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in all Shares – equal with existing ordinary shares respects from the date of allotment on issue. with an existing[+] class of quoted +securities? Shares issued upon conversion of the Notes If the additional securities do not will rank equally with existing ordinary rank equally, please state: shares at the date of conversion. 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 Notes - 25 cents each Shares – In consideration for provision of the convertible note facility. 6 Purpose of the issue For the purpose of providing funds for (If issued as consideration for the ongoing participation of the company’s acquisition of assets, clearly identify working interest in the Bullseye Prospect those assets) and for additional working capital. 7 Dates of entering[+] securities into 30 January 2009 uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 85,159,554 Ordinary shares +securities quoted on ASX ( including the securities in clause 68,428,622 Options exercisable at 20 2 if applicable) cents each on or before 30 June 2010

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 3

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable)	Number	+Class
	47,500 1,306,014 1,344,444 3,485,714 10,000,000	Ordinary fully paid shares Convertible notes (Face value - $457,105) 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 - $605,000) convertible at lesser of $0.45 or 85% of 5 day weighted average market price on or before 28/02/2010 Convertible notes (Face value - $1,220,000) convertible at lesser of $0.35 or 85% of 5 day weighted average market price on or before 30/09/2010 Convertible notes (Face value - $2,500,000) convertible at lesser of $0.25 or 80% of 30 day weighted average market price on or before 29/01/2010

10 Dividend policy (in the case of a N/A 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 nonrenounceable? 13 Ratio in which the[+] securities will - be offered 14 +Class of +securities to which the - offer relates

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 4

Appendix 3B New issue announcement

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 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	-
	-
	-
	-
	-
	-
	-
	-
	-
	-
	-
	-
	-

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 5

Appendix 3B New issue announcement

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? 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

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 6

Appendix 3B New issue announcement

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

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) Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 7

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.

==> picture [12 x 16] intentionally omitted <==

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

==> picture [12 x 15] intentionally omitted <==

• There is no reason why those[+] securities should not be granted +quotation.

==> picture [12 x 16] intentionally omitted <==

• 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

==> picture [12 x 16] intentionally omitted <==

• 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.

==> picture [12 x 16] intentionally omitted <==

• 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: 30 January 2009

Print name: Craig Willis

== == == == ==

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 8