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ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED. Capital/Financing Update 2006

Sep 4, 2006

64819_rns_2006-09-04_cceed03b-c3d3-4497-ba59-70a0aa0872aa.pdf

Capital/Financing Update

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SOLUTIONS INTERNATIONAL ENVIRONMENTAL ITD

ABN 28 009 120 405

5 September 2006

Company Announcements Office Australian Stock Exchange Limited

Dear Sir / Madam,

By e-Lodgement 2 Pages

PLACEMENT OF SECURITIES

The Directors of Environmental Solutions International Limited ("ESI") are pleased to announce that the Company has arranged a placement of 555,555 ordinary fully paid shares (to rank equally in all respects with existing shares) at 45 cents per share to raise net proceeds of \$250,000.

The placement has been made to a sophisticated and professional investor. The placement is being undertaken within the Company's 15% share issue capacity pursuant to the ASX Listing Rules and accordingly, shareholder approval will not be sought.

Funds raised from the placement will be applied to general working capital purposes.

The Board has a minimum dilution policy in place. This placement is made within the framework of that policy and the current share price level.

It is intended that the placement will be completed and shares issued by no later than 14 September 2006.

We enclose an Appendix 3B relating to the proposed issue referred to above.

For and on behalf of the Board.

SEAN HENBURY

Company Secretary Environmental Solutions International Limited

For further information please contact:

Mr. Murray d'Almeida (Chairman): 0401 691 514 or Mr. Sachlan Fraval (Director): 0408 574 252

Environmental Solutions International Limited

C/- FJH Solutions Pty Ltd, 21 Teddington Road, Burswood WA 6100 PO Box 6918, East Perth WA 6892 T: (08) 9486 2333 F: (08) 9355 4580

SOLUTIONS INTERNATIONAL ENVIRONMENTAL ITD

ABN 28 009 120 405

About Environmental Solutions International Ltd:

ESI is a publicly listed environmental technology company which via its wholly owned subsidiary Asia Pacific Coal & Steel Pty Ltd ("APCS") has an exclusive right under a Participants Agreement with the technology owners, subject to achieving technology and production milestones under that agreement, to licence, subject to paying royalties, the Coldry process (producing commercially saleable brown coal pellets from high moisture brown coal), and the Matmor process (producing high grade carbon steel from high moisture content brown coal). APCS was formed to commercialise and license these technologies.

The patented Coldry Process® is a unique process that dewaters brown coal and similar materials by as much as 85% in a mechanically simple and economic way, creating an equivalent high energy value feedstock equal to black coal. The Matmor Process® mixes wet brown coal with low grade un-marketable ores such as iron and nickel and produces high quality steel and nickel via a low cost, low emission retort.

The Company also holds patents to the ENERSLUDGE™ technology. The key to this patented technology is the molecular rearrangement by a process of slow pyrolysis plus infimate contacting of the product streams in the main conversion reactor to obtain the optimum quality of products. A series of lower cost and more flexible 'second-generation' designs are now ready for market. The ENERSLUDGE™ technology provides enormous environmental and operational flexibility. The variety of potential uses for the ENERSLUDGE™ output products from a particular sludge or waste give the technology considerable market and commercial flexibility.

Ends.

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 177/96. Origin: Appendix 5. Amended 177/98, 179/99, 177/2000, 30/9/2001, 11/3/2002, 171/2003.

Name of entity

ENVIRONMENTAL SOLUTIONS INTERNATIONAL LIMITED

ABN

28 009 120 405

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).

$\mathbf{1}$ +Class of +securities issued or to be issued

ORDINARY

$\overline{2}$ Number of +securities issued or to be issued (if known) or maximum number which may be issued

Principal terms of the +securities 3 (eg, if options, exercise price and date; if partly paid expiry *securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

555,555 ORDINARY

$\overline{N/A}$

+ See chapter 19 for defined terms.

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
Yes
rank equally, please state:
the date from which they do
the
extent
which
to
they
participate for the next dividend,
οf
(n)
the
case
ā
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 45 cents per share
6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
To raise working capital
7 Dates of entering *securities into
uncertificated holdings or despatch
of certificates
tba
Number *Class
8 Number
and
+ class
of
all
*securities
quoted
$\mathbf{ASX}$
on
(including the securities in clause
2 if applicable)
232,865,700 Ordinary Shares

+ See chapter 19 for defined terms.

Number + Class
9 Number and + class of
aIl
*securities not quoted on ASX
(including the securities in clause
2 if applicable)
196,500 Unlisted Options
19/03/2007,
\$3.25 exercise price
196,500 Unlisted Options
20/03/2007,
\$3.75 exercise price
27,067,857 Unlisted Options
01/11/2008,
le exercise price
14,256,503 Fully Paid Ordinary
Restricted Shares –
(Restriction
ceases
25/05/2007)
10 Dividend policy (in the case of a
trust, distribution policy) on the
The
dividend policy
Company does not currently have a

Part 2 - Bonus issue or pro rata issue

increased capital (interests)

11 holder
approval
security
Is
required?
N/A
12 Is the issue renounceable or non-
renounceable?
N/A
13 Ratio in which the "securities will
be offered
N/A
14 Class of securities to which the
offer relates
N/A
15 determine
*Record
date
to
entitlements
N/A
16 Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
N/A
17 Policy for deciding entitlements in
relation to fractions
N/A

+ See chapter 19 for defined terms.

18 Names of countries in which the $N/A$
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
N/A
οf
acceptances or renunciations

+ See chapter 19 for defined terms.

20 Names of any underwriters N/A
21 Amount of any underwriting fee or
commission
N/A
22 Names of any brokers to the issue N/A
23 Fee or commission payable to the
broker to the issue
N/A
24 of any handling
fee
Amount
payable to brokers who lodge
acceptances or renunciations on
behalf of *security holders
N/A
25. If the issue is contingent on
*security holders'
approval,
the
date of the meeting
N/A
26. Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent to
persons entitled
N/A
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
N/A
28 Date rights trading will begin (if
applicable)
N/A
29 Date rights trading will end (if
applicable)
N/A
30 How do *security holders sell their
entitlements in full through a
broker?
N/A
31 How do *security holders sell part
of their entitlements through a
broker and accept for the balance?
N/A

+ See chapter 19 for defined terms.

32 How do $\vec{i}$ security holders dispose $N/A$
of their entitlements (except by sale
through a broker)?
33 *Despatch date N/A

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)

Securities described in Part 1 $(a)$

All other securities
-- -- -- ----------------------

$(b)$

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.

Entities that have ticked box 34(b)

38. Number of securities for which
*quotation is sought
N/A
39. Class of "securities"
for which
quotation is sought
N/A
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
٠
N/A
which they
the
extent to
٠
participate for the next dividend,
the
(in
case
οf
ä.
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
N/A
(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
N/A

+ See chapter 19 for defined terms.

Ouotation agreement

  • $\mathbf{1}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
  • $\overline{2}$ We warrant the following to ASX.
  • The issue of the *securities to be quoted complies with the law and is not for $\bullet$ 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 ٠ 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 $\bullet$ 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 $\bullet$ *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.

  • $\overline{3}$ 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.
  • $\overline{4}$ 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 $\overrightarrow{ASX}$ is relying on the information and documents. We warrant that they are (will be) true and complete.

Print name: SEAN HENBURY Company Secretary

5 September 2006

Dated:

$\begin{tabular}{ll} \hline \begin{tabular}{ll} \hline \textbf{m} & \textbf{m} \ \hline \textbf{m} & \textbf{m} \ \hline \textbf{m} & \textbf{m} \ \hline \end{tabular} \end{tabular} \begin{tabular}{ll} \hline \textbf{m} \ \hline \textbf{m} \ \hline \textbf{m} \ \hline \end{tabular}$

$\overline{\text{+ See chapter 19 for defined terms.}}$