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HYTERRA LTD Capital/Financing Update 2010

Feb 18, 2010

65084_rns_2010-02-18_6d0bd41a-cab3-49d8-ae8d-69e9cbc9f2ea.pdf

Capital/Financing Update

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www.brainzinstrumentsltd.com

19 February 2010

The Manager Company Announcements Office Australian Securities Exchange Ltd 4th Floor, 20 Bridge Street SYDNEY NSW 2000

COMPLETION OF PLACEMENT

The Board of Directors of BrainZ Instruments Limited (“BrainZ” or the “Company”) is pleased to advise that it has completed the placement of 6 million shares to finalise the placement of 15 million shares at 4 cents per share as announced to the ASX on 24 November 2009. 4 million of these shares were placed to the Company’s Chairman, Keith Goodall and 2 million to Director Mathew Walker, following shareholder approval received on 8 February 2010.

The $600,000 raised (before costs of the issue) will be used to review new business opportunities and for general working capital.

The Company now has 75 million fully paid ordinary shares on issue.

Yours faithfully,

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Mathew Walker Director

For further information please contact:

James Robinson, Company Secretary, BrainZ Instruments Limited, Tel: + 61 (8) 6460 4960

Auckland Office – C/- KGA Ltd, Orica House, 123 Carlton Gore Road, Newmarket, Auckland NZ Perth Office - Suite 9, 1200 Hay Street, West Perth WA 6005 – PO Box 281, West Perth WA 6872 NZ Company Number 479754 - ARBN 116829675

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

Brainz Instruments Limited

ARBN 116 829 675

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 Fully Paid Ordinary be issued

  • 2 Number of[+] securities issued or 6,000,000 to be issued (if known) or maximum number which may be issued

  • 3 Principal terms of the[+] securities Fully Paid Ordinary (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)

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

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
6
Purpose of the issue
(If issued as consideration for the
acquisition
of
assets,
clearly
identify those assets)
7
Dates of entering
+securities
into uncertificated holdings or
despatch of certificates
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(including
the
securities
in
clause 2 if applicable)
Yes
$0.04
Working Capital
19 February 2010
Number +Class
75,000,000 Fully Paid Ordinary
  • See chapter 19 for defined terms.

Appendix 3B Page 2

24/10/2005

Appendix 3B New issue announcement

Number +Class 9 Number and +class of all N/A +securities not quoted on ASX ( including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

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

  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

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?
N/A
N/A
N/A

N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

  • 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

N/A

  • 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 )

  • (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

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.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which N/A +quotation is sought 39 Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in N/A 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 N/A now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and +class of all N/A +securities quoted on ASX ( including the securities in clause 38)

  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

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: Date: 19/02/2010 (Company Secretary)

Print name: James Robinson

  • See chapter 19 for defined terms.

== == == == ==

24/10/2005 Appendix 3B Page 7

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www.brainzinstrumentsltd.com

19 February 2010

The Manager Company Announcements Office Australian Securities Exchange Ltd 4th Floor, 20 Bridge Street SYDNEY NSW 2000

Notice under Section 708A

On 19 February 2010, Brainz Instruments Limited ( Company ) completed the issue of 15,000,000 fully paid ordinary shares ( Shares ) to clients of Alto Capital as announced to the ASX on 24 November 2009. The Shares are part of a class of securities quoted on the Australian Securities Exchange.

The Corporations Act 2001 (the Act ) restricts the on-sale of securities issued without disclosure, unless the sale is exempt under Section 708 or 708A of the Act. By giving this notice, sale of the Shares will fall within the exemption in Section 708A(5) of t he Act.

The Shares were issued without disclosure to investors under Part 6D.2 of the Act, in reliance on Section 708A(5).

The Company gives this notice pursuant to Section 708A(5)(e) of the Act.

The Company, as at the date of this notice, has complied with:

  • (a) the provisions of Chapter 2M of the Act as they apply to the Company; and

  • (b) Section 674 of the Act.

As a t the date of this notice, there i s no ex cluded i nformation for the purposes of Section 708A(7) or 708A(8) of the Act.

Yours faithfully

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MATHEW WALKER DIRECTOR

Auckland Office – C/- KGA Ltd, Orica House, 123 Carlton Gore Road, Newmarket, Auckland NZ Perth Office - Suite 9, 1200 Hay Street, West Perth WA 6005 – PO Box 281, West Perth WA 6872 NZ Company Number 479754 - ARBN 116829675