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ENECO REFRESH LTD Capital/Financing Update 2009

May 28, 2009

64874_rns_2009-05-28_96eadb7a-99f2-4598-b221-b0ec2741bccf.pdf

Capital/Financing Update

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Refresh Group Limited ( ACN 079 681 244) 17 Denninup Way, Malaga WA 6090 Tel: (08) 9248 3006 Fax: (08) 9248 7233 Email: [email protected] Website: www.refreshgroup.com.au

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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

Refresh Group Limited ABN 28 079 681 244

We, Refresh Group Limited, 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 Fully paid ordinary shares 2 Number of[+] securities issued or to be issued (if 23,095,616 shares

  • known) or maximum number which may be issued

  • 3 Principal terms of the[+] securities (eg, if options, Shares ranking equally in all

  • exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for respects with existing quoted ordinary shares

  • payment; if[+] convertible securities, the conversion price and dates for conversion)

  • 4 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 Yes • 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

  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B

Page 1

Appendix 3B New issue announcement

  • 5 Issue price or consideration

  • 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

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

  • 8 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 2 if applicable)

  • 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)

5 cents per share 5 cents per share
Pro-rata rights entitlement
15 July 2009
Number +Class
67,456,848 Ordinary shares
Number +Class
610,000
22,485,616
Options exercisable
at 5 cents expiring
29 March 2010
Options exercisable
at 10 cents expiring
7 July 2010
Nil

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.

No Non-renounceable 1 for 2 ordinary 16 June 2009 Yes Nearest whole number Nil

Appendix 3B

  • See chapter 19 for defined terms.

24/10/2005

Page 2

Appendix 3B New issue announcement

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)
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

7 July 2009 Asia Pacific Links (BVI) Pty Ltd $55,452 Nil Not applicable Nil Not applicable 22 June 2009 29 May 2009 Not applicable Not applicable Not applicable Not applicable Not applicable 15 July 2009

  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B

Page 3

Appendix 3B New issue announcement

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

Entities that have ticked box 34(b)

Questions 38 to 42 - Not applicable

  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B

Page 4

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.

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Sign here: ................................................................... Date: … 29 May 2009 …………......... Print name: Henry Heng Executive Chairman

  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B

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