ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED. — Capital/Financing Update 2011

Nov 29, 2011

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

Environmental Clean Technologies 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).

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	“Menzies Securities” Convertible Notes
	The “Menzies Securities” Convertible Note with a face value of $400,000 will be convertible on or after 31 December 2011 into ordinary shares based on 80% of the average of the lowest Volume Weighted Average Prices during the 10 trading days prior to the election to convertor at the option of the “Menzies Securities” Convertible Note holder 0.06¢ per share and if the holder elects to convert under this mechanism, they receive 1 free listed Option for each 2 Shares issued upon conversion in accordance with the terms and conditions set out below.

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

• 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)

The “Menzies Securities” Convertible Note will be issued with an effective date of 30 November 2011 to all holders of Converting Loans on a $1 for $1 basis as advised in an ASX announcement lodged on 27 October 0211. Each “Menzies Securities” Convertible Note will have a maturity date of 30[th] November 2013 and, on this date, the outstanding principal amount of the “Menzies Securities” Convertible Note (being, the outstanding issue price of the “Menzies Securities” Convertible Note to the extent that it has not been converted) will be repaid by the Company. Each “Menzies Securities” Convertible Note is convertible, either in whole or in part, into fully paid ordinary shares in the Company. The “Menzies Securities” Convertible Notes may only be converted on or after 31 December 2011 and on or after that date be converted into the number of ordinary shares equal to the dollar amount being converted divided by the Conversion Price. The "Conversion Price" will be 80% of the average of the lowest Volume Weighted Average Prices during the 10 trading days prior to the election to convert. Alternatively, at the option of the “Menzies Securities” Convertible Note holder, outstanding “Menzies Securities” Convertible Notes may be converted all or in part at 0.06¢ per share and if the holder elects to convert under this mechanism, they receive 1 free listed Option for each 2 Shares issued upon conversion. No interest will be charged on the Convertible Note unless the market price of the Company’s ordinary shares trade on ASX below $0.0030 per share for 10 consecutive trading days. In such case, interest will be payable on the full outstanding principal amount of the “Menzies Securities” Convertible Note for each day on which the trading price of the Company’s shares is below $0.0030 (0.30 cents) at a rate of interest rate of 3.0% above the Australian 90 day Bank Bill Rate (BBSW). The “Menzies Securities” Convertible Notes are secured by a first ranking fixed and floating charge over the assets of the Company. The “Menzies Securities” Convertible Notes may be prepaid by the Company all or part by paying an amount equal to 120% of the whole or part of the face value of all outstanding relevant “Menzies Securities” Convertible Notes.

• See chapter 19 for defined terms.

24/10/2005

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Appendix 3B New issue announcement

• 4 Do the[+] securities rank equally in all First issue of “Menzies Securities” Convertible respects from the date of allotment Notes. with an existing[+] class of quoted +securities?

Each new ordinary share issued on conversion of the “Menzies Securities” Convertible Note will be issued as fully paid and will rank equally with, and have the same rights and liabilities as, existing ordinary shares in the Company in all respects.

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

$400,000 (“Menzies Securities” Convertible Note)

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

Funds raised from the issue of the “Menzies Securities” Converting Loans and subsequent repayment by the issue of “Menzies Securities” Convertible Note are to be applied towards the repayment of the La Jolla Convertible Notes and the Company’s working capital requirements.

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

Thursday, 30 November 2011

• 8

• Number +Class

• Number and +class of all 1,210,193,906 Ordinary shares (ESI) +securities quoted on ASX ( including the securities in clause 648,279,572 Listed Options 2 if applicable) exercisable at approximately 2.0¢ on or before 16 January 2014 (ESIO)

• See chapter 19 for defined terms.

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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
	~1.8† La Jolla Convertible Notes	Unsecured la Jolla Convertible Notes with a total face value of US$413,825 (A$381,112) convertible into ordinary shares based on the average of the three lowest Volume Weighted Average Prices during the 15 trading days prior to the date of conversion of part or all of the Convertible Note in accordance with the terms and conditions as previously advised. All Convertible Notes have a maturity date of 2 November 2013 if not converted beforehand.
	Notes with a face value of $400,000	Secured “Menzies Securities” Convertible Note convertible into ordinary shares on or after 31 December 2011 into ordinary shares based on 80% of the average of the lowest Volume Weighted Average Prices during the 10 trading days prior to the election to convert or at the option of the “Menzies Securities” Convertible Note holder at 0.06¢ per share and if the holder elects to convert under this mechanism, they receive 1 free listed Option for each 2 Shares. All Convertible Notes have a maturity date of 30 November 2013 if not converted beforehand.
	360,999ǂ	Options exercisable at 3.12 cents each and expiring on 23 December 2011

Note: † The Company has prepaid A$50,000 of the Convertible Notes since the Appendix 3B lodged on 21 November 2011.

10 Dividend policy (in the case of a None trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

Placement of shortfall of non-renounceable rights issue previously advised and questions 11 to 33 no longer relevant.

Part 2 completed and advised in Appendix 3Bs lodged upon announcement of Rights Issue on 26 August 2011 and following advice of take-up of entitlements on 4 October 2011.

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

• See chapter 19 for defined terms.

24/10/2005

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Appendix 3B New issue announcement

incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

NOT A NEW CLASS OF SECURITIES TO BE LISTED AND BOX 34(b) NOT TICKED SO QUESTIONS 35 to 42 NOT APPLICABLE

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:

Company secretary

Date: 30[st] November 2011

Print name: John Osborne

== == == == ==

• See chapter 19 for defined terms.

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