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FSA GROUP LIMITED Capital/Financing Update 2007

Jul 11, 2007

64948_rns_2007-07-11_1bd120ed-7048-4a42-8dd6-68f263f3788c.pdf

Capital/Financing Update

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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.

Name of entity FSA GROUP LIMITED

ACN, ARBN or ARSN ABN 98 093 855 791

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. (Unlisted) options
2. Ordinary Shares
1. 250,000 (unlisted) options (98c @
31/01/10)
2. 400,000 Ordinary Shares
1. 250,000 (unlisted) options exercisable at 98
cents each on or before 31 January 2010.
The vesting date for all options is 28 June
2009.
2. 400,000 Ordinary Shares

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

  • 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 1. 250,000 (unlisted) options: executive remuneration

    1. 400,000 Ordinary Shares @ $0.10 per share
  • 6 Purpose of the issue 1. 250,000 (unlisted) options: executive (If issued as consideration for the remuneration acquisition of assets, clearly 2. Exercise of 400,000 (unlisted) options @ identify those assets) $0.10 each

  • 7 Dates of entering[+] securities 12 July 2007 into uncertificated holdings or despatch of certificates Number +Class

  • 8 Number and +class of all � 107,237,513 � Ordinary Shares +securities quoted on ASX ( including the securities in clause 2 if applicable)

  • See chapter 19 for defined terms.

Appendix 3B Page 2

11/3/2002

9
Number
and
+class
of
all
+securities not quoted on ASX
(including
the
securities
in
clause 2 if applicable)
Dividend policy (in the case of
a trust, distribution policy) on
the increased capital (interests)
Number +Class
475,000
24
500,000
640,000
450,000
250,000
Notes
CRPS
31/01/10 - $0.25 Options
(vesting 20/11/08)
31/01/10 - $0.60 Options
(vesting 31/12/09)
31/01/10 - $0.655 Options
(Vesting between 31/12/07
to 31/12/09)
31/01/10 - $0.98 Options
(vesting28/06/09)

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.
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
  • See chapter 19 for defined terms.

Appendix 3B Page 4

11/3/2002

broker)?

33 +Despatch date

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

(If the additional securities do not form a new class, go to 43)

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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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 ]

(now go to 43)

Entities that have ticked box 34(b)

38 Number of securities for which
+quotation is sought
39 Class of+securities for which
quotation is sought
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
•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
41 Reason for request for quotation
now
Example: In the case of restricted securities,
end of restriction period
(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)

(now go to 43)

  • See chapter 19 for defined terms.

Appendix 3B Page 6

11/3/2002

All entities

Fees

  • 43 Payment method (tick one)[Cheque attached ]

[Electronic payment made ]

Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.

[Periodic payment as agreed with the home branch has been arranged ]

Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

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.

  • We warrant that if confirmation is required under section 1017F of the 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 +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.

Duncan Cornish Company Secretary 12 July 2007

  • See chapter 19 for defined terms.

Appendix 3B Page 7

11/3/2002