ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED. — Capital/Financing Update 2009

Apr 28, 2009

Environmental Clean Technologies Limited

ABN 28 009 120 405

Share Purchase Plan

Tuesday, 28 April 2009 : Environmental Clean Technologies Limited ( ASX:ESI ) confirms that the attached offer document and entitlement form were sent to shareholders on Tuesday 16 April 2009

For further information contact ESI Chief Executive, Kos Galtos on +61 3 9684 0888.

SHARE PURCHASE PLAN APPLICATION FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT,

PLEASE CONTACT YOUR STOCKBROKER OR LICENSED PROFESSIONAL ADVISER .

ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED

Registered Office: UNIT 1006 530 LITTLE COLLINS STREET MELBOURNE VIC 3000

ABN 28 009 120 405

Share Registry: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 770 Canning Highway, APPLECROSS WA 6153 T: (08) 9315 2333 F: (08) 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

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ESI ESI

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Record Date: 9 APRIL 2009

2

NON­RENOUNCEABLE OFFER CLOSING AT 5.00PM WST ON 30 APRIL 2009

TO THE DIRECTORS, ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED

I/We, the above mentioned, wish to apply for the number of new fully paid ordinary shares as stated below at an issue price of $0.02 per share which will be issued in accordance with the ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED Share Purchase Plan and the Constitution of the Company.

	Total Subscription Amount	Number of Shares	Issue Price
Offer A – maximum amount	$5,000	250,000	$0.02
Offer B	$4,000	200,000	$0.02
Offer C	$3,000	150,000	$0.02
Offer D	$2,000	100,000	$0.02
Offer E	$1,000	50,000	$0.02

I/We enclose my/our payment of $0.02 for each new fully paid ordinary share with free attaching options applied for. I/We hereby authorise you to place my/our name(s) on the register of members in respect of the new fully paid shares and options allotted to me/us and I/we agree to be bound by the Company’s Constitution and the terms of the ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED Share Purchase Plan.

I/We hereby agree to accept any lesser number of new shares than the number of new shares applied for; and I/We hereby certify that the amount of shares subscribed for by me/us pursuant to the ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED Share Purchase Plan (being a maximum of $5000 worth of shares) does not exceed $5000, taking into account the shares the subject of this application and any other shares applied for by me/us under the SPP or any similar arrangement within the 12 months prior to this application including joint and other beneficial interests.

Limitation on Participation – see overleaf for details.

PAYMENT BY ELECTRONIC FUNDS TRANSFER (EFT)

Shareholders may elect to pay for their entitlement via (EFT) and deposit funds directly to the following bank account:

BSB NO: 083­091 EFT REFERENCE NUMBER:

ACCOUNT NUMBER: 856­203­032 This reference number must be quoted at the point of EFT in order for your funds to be allocated correctly.

YOU MUST FAX, POST OR EMAIL A COPY OF YOUR BANK RECEIPT TOGETHER WITH A COPY OF YOUR COMPLETED ENTITLEMENT FORM TO SECURITY TRANSFER REGISTRARS IN ORDER FOR YOUR APPLICATION TO BE PROCESSED.

Please provide a daytime (business hours) telephone number so that we can contact you if we have any questions.

Telephone Number Contact Name

NOTE: Return of the completed application form, together with your cheque(s) or EFT receipt for the application monies, will constitute your offer to subscribe for new securities in the Company, and your acceptance of the Terms and Conditions of the ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED Share Purchase Plan.

This Share Purchase Plan Application Form with your payment must be lodged with the Share Registry or mailed in the return addressed envelope provided, and must be received not later than 5.00PM WST on 30 APRIL 2009.

~~Share Registry Use Only~~

EFT REFERENCE NUMBER:

SPP: 504

SHARE PURCHASE PLAN APPLICATION FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT,

PLEASE CONTACT YOUR STOCKBROKER OR LICENSED PROFESSIONAL ADVISER .

ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED

ABN 28 009 120 405

CERTIFICATION

By completing and returning this Application Form, with my cheque(s) or EFT receipt for the application monies, I/we hereby:

1. Acknowledge that I/we have read and understood the Terms of ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED Share Purchase Plan;

2. Agree to be bound by the terms of the ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED Share Purchase Plan and the Company's Constitution.

3. Agree to accept any lesser number of new shares than the number of new shares applied for; and

4. Certify that the amount of securities subscribed for by me/us pursuant to the ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED Share Purchase Plan (being a maximum of $5000 worth of shares) does not exceed $5000, taking into account the shares the subject of this application and any other shares applied for by me/us under the SPP or any similar arrangement within the 12 months prior to this application including joint and other beneficial interests.

INSTRUCTIONS TO COMPLETE APPLICATION FORM

 Completion of Application Form

If the amount owed is a different amount to the actual total of cheques or EFT deposit included with this Application Form, the Company reserves the right to either reject your application or accept it in respect of the lesser of your stated subscription amount or your actual payment total. Receipts for payment will not be issued.

Please complete all relevant sections of the Application Form using BLOCK LETTERS.

Please see the instructions below under the heading "Payment" in relation to how you may pay for the new shares subscribed for.

 How to Lodge your Application

The completed Application Form, together with your payment for the full amount of new shares applied for; should be enclosed and returned in the return addressed envelope provided with this Application. This must be received by Security Transfer Registrars or the Company by 5.00PM WST on 30 APRIL 2009.

The Company's Share Registry is located at the addresses set out below:

Security Transfer Registrars Pty Ltd Security Transfer Registrars Pty Ltd PO Box 535 770 Canning Highway Applecross WA 6953 Applecross WA 6153

 Payment

You may pay for the new shares applied for by cheque or Electronic Funds Transfer (EFT). Cash payment will not be accepted.

Payments must be made in Australian Currency and cheque(s) must be drawn on an Australian Bank.

Cheque(s) must be made payable to “ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED” and crossed "not negotiable ". Cheque(s) not properly drawn may be rejected. Cheques will generally be deposited on the day of receipt. If cheque(s) are dishonoured the application will be rejected.

PAYMENT BY ELECTRONIC FUNDS TRANSFER (EFT)

Shareholders may elect to pay for their entitlement via (EFT) and deposit funds directly to the following bank account:

ACCOUNT NAME: ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED

BSB NO: 083­091 ACCOUNT NUMBER: 856­203­032

EFT REFERENCE NUMBER: (as provided on the front of this form).

This reference number must be quoted at the point of EFT in order for your funds to be allocated correctly.

 Limitation on Participation

The maximum subscription limitation of $5000 will apply even if an Eligible Shareholder has received more than one Application Form (whether in respect of a joint holding or because the Eligible Shareholder has more than one holding under separate share accounts).

Environmental Clean Technologies Limited

2009 Share Purchase Plan

Environmental Clean Technologies Limited ACN 009 120 405 ( Company ) offers New Shares and free New Options under this offer document ( Offer ). The Offer comprises the 2009 share purchase plan ( SPP or Plan ). The SPP is to raise up to $3,500,000 by issuing up to 175 million New Shares. The Offer is underwritten to the extent of $1,006,305.26 (see section 6).

Each New Share will be a fully paid ordinary share in the Company ( Share ). The price for each New Share is 2 cents. Each free New Option will be an option to subscribe for a Share exercisable at 2 cents ( Exercise Price ) on or before 16 January 2014 ( Expiry Date ). The Company will issue two free New Options for each New Share subscribed for under the under the Plan.

1. The Offer and eligibility

Each Eligible Shareholder may apply for up to 250,000 New Shares. The Company will issue two New Options for each New Share subscribed for under the Plan.

A person will be eligible to participate in the Offer (an Eligible Shareholder ) if:

• (1) the person was a registered holder of Shares at 7 pm on Thursday 9 April 2009 ( Record Date ); and

• (2) the person’s registered address is in Australia or New Zealand.

The Company has determined that it is not practical for holders of Shares with registered addresses in other jurisdictions to participate in the SPP.

2. Key Dates

Key dates for the SPP are as follows.

RecordDate	7pm,Thursday 9April 2009
Offeropens	Thursday16April 2009
ClosingDate	5pm,Thursday 30April 2009
Allotment of New Shares and	Wednesday 6 May 2009
New Options
Holding statements expected to	Friday 8 May 2009
be despatched to shareholders
Normal trading of New Shares	Monday 11 May 2009
and New Options expected to
commence on ASX

These dates are subject to change and are indicative only. The Company reserves the right to amend this indicative timetable without notice. In particular, the Company reserves the right, subject to the Corporations Act and the Listing Rules to close the Offer early, to extend the

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Closing Date or to withdraw the Offer without prior notice. Any extension of the Closing Date will have a consequential effect on the date for the issue of New Shares and New Options.

3. Price and application amounts

The price payable for each New Share under the Plan will be 2 cents. The Company will issue two free New Options for each New Share subscribed for under the under the Plan.

Shareholders will not be obliged to pay brokerage or other fees in respect of New Shares and New Options acquired under the SPP (although the Company will pay certain professional and other fees to third parties). The SPP provides an opportunity to all shareholders to increase their shareholding in a low cost way.

Applications must be in multiples of $1,000. The number of New Shares and New Options that will be issued for each application amount are as follows.

Application Amount	New Shares	New Options
$1,000	50,000	100,000
$2,000	100,000	200,000
$3,000	150,000	300,000
$4,000	200,000	400,000
$5,000	250,000	500,000

The Company will not accept Applications that are not made in these multiples.

4. Risk factors

There are a number of risk factors which could adversely impact the company’s performance and the value of Shares. Eligible Shareholders should consider these risk factors and should consult their stockbroker, accountant, lawyer or other professional adviser before deciding whether to subscribe for New Shares under the Offer. Investing in shares is subject to general share market and economic risk. There are also risks that are specific to an investment in the Company which are:

• The Company is unable to successfully commercialise its technology.

• Superior competing technologies are developed and commercialised.

• The Company is unable to obtain sufficient funding to continue its operations. The proceeds of the Offer will provide funding required in the short term, but additional funding will be required in the future.

5. Use of funds and effect of the Offer

5.1 Use of funds

The proceeds of the Offer will be used to pay the cash component of the purchase price under the Coldry acquisition, to pay the costs of the Offer and to provide working capital. The reasons for and background to the Coldry acquisition were explained in the Notice of Meeting issued by the

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Company on 2 February 2009. Shareholders approved the Coldry acquisition and associated transactions at the meeting on 4 March 2009.

5.2 Effect of the Offer

The effect of the Offer will be to increase the number of Shares on issue and increase the cash held by the Company depending on applications received for New Shares. There is no minimum subscription.

5.3 Pro forma balance sheet

Set out below is a pro forma balance sheet of the Company on completion of the Offer. It is based on two scenarios –the first assuming only the underwritten amount is subscribed ( Scenario A ) and the second assuming that the Offer is fully subscribed to the limit of 175,000,000 New Shares ($3,500,000) ( Scenario B ). Both scenarios are based on the Company’s Balance Sheet as at 31 December 2008 contained in the Company’s statutory financial report for the half year ended 31 December 2008, as lodged with the ASX on 27 February 2009.

The pro forma balance sheet reflects the impact of the Offer and all transaction costs as if they had all occurred on 31 December 2008, and:

• includes gross proceeds of the capital raising from which the current estimate of total transaction costs of $137,631 (Scenario A) or $337,631 (Scenario B) is deducted to derive an amount for net proceeds raised; and

• allows for the issue of up to 3.5 million New Shares under the Offer at an issue price of $0.02 per Share.

This pro forma unaudited consolidated balance sheet is intended to be illustrative only and will not necessarily reflect the actual position and balances as at the date of this offer document.

		Scenario A	Scenario B
		Underwritten amount
Consolidated Balance Sheet	As at 31 Dec 08	only	Fully subscribed
Current Assets
Cash and cash equivalents	47,444	916,118	3,209,813
Receivables	828,649	828,649	828,649
Total current assets	876,093	1,744,767	4,038,462
Non-current assets
Property, plant and equipment	368,231	368,231	368,231
Total non-current assets	368,231	368,231	368,231
Total assets	1,244,324	2,112,998	4,406,693
Current Liabilities
Trade and other payables	739,425	739,425	739,425
Total current liabilities	739,425	739,425	739,425
Non-current liabilities
Borrowings	1,781,101	1,781,101	1,781,101
Total non-current liabilities	1,781,101	1,781,101	1,781,101
Total liabilities	2,520,526	2,520,526	2,520,526
Net assets	-1,276,202	-407,528	1,886,167

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Equity
Issued capital	29,133,445	30,169,984	32,633,445
Reserves	1,461,070	1,461,070	1,461,070
Retained profits (losses)	-31,870,717	-31,870,717	-31,870,717
Total equity	-1,276,202	-239,663	2,223,798

5.4 Costs of the Offer

The costs of the Offer are approximately $137,631 (Scenario A) or $337,631 (Scenario B), comprising:

	Scenario A	Scenario B
Underwritingfees	$100,631	$300,631
Printing, postage andhandling	$15,000	$15,000
Legaland otherprofessional fees	$22,000	$22,000
Total	$137,631	$337,631

6. Scale-back, underwriting and shortfall

The maximum number of New Shares to be issued under the Offer will be 175,000,000. If the Company receives applications for more than 175,000,000 New Shares the Company will scale back applications on a proportional basis.

Pursuant to an underwriting agreement dated 19 March 2009, the Offer is partially underwritten to $506,305.26 (25,315,263 New Shares) by Intersuisse Limited. Pursuant to an underwriting agreement dated 14 January 2009, the Offer is also partially underwritten to $500,000 (25,000,000 New Shares) by Fiori Pty Ltd. Intersuisse Limited will be paid a fee of 10% of its underwritten amount, and Fiori Pty Ltd will be paid a fee of 10% of the total raising, subject to some exceptions. The Company estimates the total underwriting fees to be approximately $100,631 for Scenario A and $300,631 for Scenario B. The Intersuisse Limited underwriting agreement contains conventional representations and warranties and underwriters exit provisions, including a market movement exit clause of 7.5%.

In the event of a shortfall, the Underwriters will subscribe for the shortfall up to the total underwritten amount. The directors and the Underwriters reserve the right to place any shortfall remaining after fulfilment of the underwriting commitments.

7. Applications

7.1 Method of Application

An Eligible Shareholder may apply for New Share and New Options by completing the Application Form and returning it to Security Transfer Registrars Pty Ltd at:

770 Canning Highway Applecross WA 6153 ,

together with the appropriate payment by no later than 5.00 pm AEST on the Closing Date. The Company may, but is not obliged to, accept an application received after the Closing Date if the

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application is postmarked prior to the Closing Date. If the Company does not accept an application for any reason, the Company will refund any excess application money to the Eligible Shareholder, without interest, not later than 10 Business Days after the Shares are issued.

7.2 Non-renounceable

Each Offer is non-renounceable. An Eligible Shareholder may not transfer or otherwise deal with its right to apply for New Shares under the Plan.

7.3 One offer per shareholder

Subject to section 7.5, an Eligible Shareholder is entitled to apply under one (and only one) Offer. The Company may refuse to accept any application which the Company, or a person maintaining the register of members ( Register ) on behalf of the Company, believes will result in a person being issued Shares under more than one Offer.

7.4 Effect of Application

By applying for Shares under an Offer, an Eligible Shareholder is taken to:

• (1) agree to be bound by the terms and conditions set out in this offer document and the Application Form;

• (2) authorise the Company to place the Eligible Shareholder’s name on the Company’s Registers in respect of those New Shares and New Options;

• (3) agree to be bound by the Company’s constitution; and

• (4) provide the certification referred to in section 7.5.

7.5 Applications by trustees and nominees

A trustee or nominee ( Trustee ) noted on the Register as holding Shares on account of an Eligible Shareholder ( Beneficiary ) may apply for Shares under an Offer made to the Beneficiary. The Beneficiary is taken to be the registered shareholder of those Shares. By applying for New Shares on behalf of a Beneficiary, the Trustee warrants to the Company that it has the authority of the Beneficiary to do so. To the extent that a Trustee holds shares on behalf of another person resident outside Australia or New Zealand, it is the Trustee’s responsibility to ensure that any acceptance complies with all applicable foreign laws.

8. Rights attaching to New Shares and New Options

The Company will issue New Shares and New Options as soon as reasonably practicable after the Closing Date. The company will apply for New Shares and New Options to be quoted and listed on ASX within 7 days of the date of this offer document. You will be sent a holding statement or issue notice for the New Shares and New Options issued to you. You should confirm your holding before trading in any New Shares and New Options you believe have been issued to you under the SPP. New Shares issued under the Plan will rank equally with all existing fully paid Shares and will carry the same voting rights, dividend rights and other entitlements at the date they are issued.

Each New Option may be exercised for one Share at any time prior to the Expiry Date for the Exercise Price. New Options are transferable. The terms of the New Options provide for the rights of the holder to be altered in accordance with the Listing Rules in the case of a new issue of shares or a reorganisation of capital. A New Option does not entitle the holder to participate in new issues without exercising the New Option.

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9. Alteration of terms

The Company may, in its discretion, vary, suspend or cancel the Offer at any time, subject to the Corporations Act, ASIC Class Orders, the ASX Listing Rules and any other law or regulation to which the Company is subject. A variation, suspension or cancellation does not give rise to any liability on the part of, or any action against, the Company or any member of the Board. If the Board determines to suspend or cancel the Plan during the currency of an Offer, any application money received by the Company will be refunded to the Eligible Shareholder, without interest, as soon as reasonably practical after the suspension or cancellation and in any event within 10 Business Days after the Closing Date.

10. Interests of Directors

The Directors have the following interests in the Company.

Director	Shares	Options
D Woodall	-	-
J Hutchinson	1,844,519	-
D Brockenshire	660,000	-

The Underwriters are entitled to be paid the fees referred to in section 6. Deacons have provided legal advice in connection with the Offer and are entitled to be paid fees of approximately $22,000 for that advice. Other than as set out above no person referred to in s711 of the Corporations Act has, or had within 2 years before lodgement of this offer document with ASIC, any interest in the promotion or formation of the Company, property acquired or proposed to be acquired in connection with the promotion or formation of the Company or the Offer of New Shares and New Options under this offer document or to be paid for services provided in connection with the Offer.

11. Offer document

In the absence of an exemption in the Corporations Act or class order or other relief from ASIC, a person may not offer shares or options without lodging a disclosure document with ASIC. ASIC has granted relief from the disclosure requirements in Class Order 02/831 for shares offered under a share purchase plan. Because the Offer includes an offer of options as well as shares it does not meet the requirements of Class Order 02/831. The Offer does not meet the requirements for other exemptions in the Corporations Act. This offer document is a prospectus and is dated 14 April 2009. It was lodged with ASIC on that date. ASIC and ASX take no responsibility for the contents of this offer document. In accordance with the requirements of the Corporations Act, no securities will be allotted or offered on the basis of this offer document later than 13 months after the date of this offer document.

The Company is a disclosing entity for the purposes of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. These obligations include compliance with the requirements of the ASX Listing Rules and the Corporations Act concerning notification of information to ASX. Copies of documents lodged at ASIC in relation to the Company may be obtained from, or inspected at, an office of ASIC. Copies of announcements made to ASX by the Company may be viewed at ASX’s website at www.asx.com.au or the Company’s website. The Company must ensure that ASX is notified continuously of information about specific events and matters as they arise for the purpose of ASX making the information available to investors on ASX. The Company has an obligation under the ASX Listing Rules (subject to certain limited exceptions) to notify ASX immediately of any information concerning it of which it becomes aware, which a reasonable person would expect to have a material effect on the price or value of its quoted

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securities, subject to certain exceptions. During the application period for this Offer, the Company will provide a copy of the following documents free of charge to any Shareholder who requests a copy:

• the most recent annual financial report lodged with ASIC;

• any half-year financial report lodged with ASIC after the lodgement of that annual financial report and before lodgement of this Prospectus with ASIC; and

• any continuous disclosure notice given by the Company after the lodgement of that annual financial report and before lodgement of this Prospectus with ASIC.

12. Definitions

Terms and abbreviations used in this offer document have the following meaning:

Application	A valid application by way of an Application Form made to
	subscribe for a specified number of New Shares and New
	Options under the Offer
Application Form	The application form accompanying this offer document
ASIC	Australian Securities and Investments Commission
ASX	ASX Limited ABN 98 008 624 691
Business day	An Australian business day that is not a Saturday,
	Sunday, or any other day which is a public holiday or bank
	holiday in the place where an act is to be performed or a
	payment is to be made
Closing Date	5:00pm, Thursday 30 April 2009 (unless extended)
Constitution	The constitution of the Company as amended from time to
	time
Corporations Act	Corporations Act 2001(Cth)
Director	A director of the Company
Eligible Shareholder	A person who meets the requirements of section 1
Exercise Price	2 cents
Expiry Date	16 January 2014
New Option	An option exercisable for a Share to be issued pursuant to
	the Offer
New Share	A Share to be issued pursuant to the Offer
Listing Rules	The ASX Listing Rules
Offer	The offer of New Shares and New Options under this offer
	document

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Share	A fully paid ordinary shares in the Company
Underwriters	Intersuisse Limited ACN 002 918 247 and Fiori Pty Ltd
	ACN 007 702 693

13. Directors’ consent

This offer document is signed on 14 April 2009 by John Hutchinson on behalf of the Directors, each of whom has consented to the signature, lodgement and issue of this offer document and none of whom have withdrawn that consent before lodgement.

John Hutchinson Director

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