ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED. — Share Issue/Capital Change 2012

Feb 23, 2012

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 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)	1. Ordinary Shares(ASX Code: ESI) 2. Options (ESIO)
	1. 27,500,001 Ordinary Shares 2. 13,750,002 Options
	1. Fully Paid Ordinary Shares ranking equally with existing Ordinary Shares 2. Listed Options exercisable at 2.0¢ on or before 16 January 2014

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4 Do the[+] securities rank equally in all Yes, the New Shares and New Options will respects from the date of allotment rank equally with the existing ESI and ESIO with an existing[+] class of quoted securities respectively +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

$165,000 (ESI @ $0.006 and ESIO nil)

5 Issue price or consideration $165,000 (ESI @ $0.006 and ESIO nil) 6 Purpose of the issue Being part conversion of the “Menzies (If issued as consideration for the Securities” Convertible Note issued on 30 acquisition of assets, clearly identify November 2011. those assets)

7 Dates of entering[+] securities into Monday, 27 February 2012 uncertificated holdings or despatch of certificates

Number +Class 8 Number and +class of all 1,462,077,247 Ordinary shares (ESI) +securities quoted on ASX ( including the securities in clause 772,471,245 Listed Options 2 if applicable) exercisable at approximately 2.0¢ on or before 16 January 2014 (ESIO)

• See chapter 19 for defined terms.

24/10/2005

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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
	La Jolla Convertible Notes	The Company prepaid the remaining outstanding Unsecured la Jolla Convertible Notes on 24 February 2012 and there will be no further conversions pursuant to these notes.
	Notes with a face value of $235,000	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.
	360,999	Unlisted options exercisable at 3.12 cents each and expiring on 23 December 2011
	20,000,000	Unlisted options exercisable at 5.0 cents each and expiring on 14 December 2014

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.

• See chapter 19 for defined terms.

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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)

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.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

• 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: 24[th] February 2012 Print name: John Osborne

• See chapter 19 for defined terms.

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