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IGNITE LIMITED Capital/Financing Update 2009

Aug 27, 2009

65110_rns_2009-08-27_f12fe998-4965-4d3e-aa7b-101c86674cdc.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, 1/1/2003, 24/10/2005.

Name of entity

CLARIUS GROUP LIMITED

ABN

43 002 724 334

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 shares ('Shares') be issued

  • 2 Number of[+] securities issued or 4,687,500 Shares under the Placement and to be issued (if known) or approximately 19,054,582 Shares under the maximum number which may be Rights Issue announced to ASX on 28 issued August 2009. The exact number is subject to rounding of fractional entitlements under the Rights Issue.

  • 3 Principal terms of the[+] securities Fully paid ordinary shares (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)

ME_81972194_2 (W2003)

  • 4 Do the[+] securities rank equally in Yes. 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 $0.64 per Share. 6 Purpose of the issue The proceeds of the issue will be used to (If issued as consideration for the repay existing debt. acquisition of assets, clearly identify those assets)

7 Dates of entering +securities 2 September 2009 for Shares issued under into uncertificated holdings or the Placement. despatch of certificates 2 October 2009 for Shares issued under the Rights Issue. Number +Class 8 Number and +class of all 85,745,619 (including Fully paid ordinary +securities quoted on ASX the Shares to be shares ( including the securities in issued under the clause 2 if applicable) Placement and the Rights Issue and subject to rounding adjustments for fractional entitlements in the Rights Issue)

  • See chapter 19 for defined terms. Appendix 3B Page 2

11 May 2009]

ME_81972194_2 (W2003)

Number +Class 9 Number and +class of all 6,869,667 Employee options +securities not quoted on ASX over unissued ( including the securities in ordinary shares. clause 2 if applicable) 10 Dividend policy (in the case of a The Company's current policy is to retain trust, distribution policy) on the cash at present and not to distribute cash for increased capital (interests) dividends

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.
No
Renounceable
1 new Share for every 3.5 Shares held as at
the Record Date
Fully paid ordinary shares
9 September 2009, 7.00pm (AEST)
No
Where fractions arise in the calculation of
shareholders' entitlements under the Rights
Issue they will be rounded up to the next
whole number of the new Shares.
All countries other than Australia, New
Zealand and Hong Kong

ME_81972194_2 (W2003)

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
25 September 2009
Patersons Securities Limited.
Clarius Group must pay the underwriter a
managing and arranging fee equal to 4% of
the gross amount raised under the
Placement.
Clarius Group must pay the underwriter an
underwriting fee equal to 4.5% of the gross
amount raised under the Rights Issue.
Clarius Group must pay the underwriter a
management fee equal to$40,000.
Not applicable
Not applicable
Not applicable
Not applicable
No prospectus or Product Disclosure
Statement is being produced. However, the
Rights Issue documents will be sent to
eligible shareholders on 11 September 2009.
Not applicable.
  • See chapter 19 for defined terms.

Appendix 3B Page 4

11 May 2009]

ME_81972194_2 (W2003)

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
broker)?
33
+Despatch date
3September 2009.
18 September 2009.
Complete the section of the Entitlement &
Acceptance Form entitled, 'Instructions to
your stockbroker' and lodge the form with
the stockbroker. If it is a CHESS holding,
then contact a stockbroker and ask it to sell
the rights by advising the entitlement
number. Rights wishing to be sold must be
dealt with by the close of trade on ASX on
18 September 2009.
Complete the Entitlement & Acceptance
Form for those rights to be accepted. Also,
complete the section of the form entitled,
'Instructions to your stockbroker' for the
balance to be sold on ASX. The completed
form should be sent to the stockbroker with
a bank draft or cheque for the amount of
the new shares. If it is a CHESS holding,
then contact a stockbroker and ask it to sell
the rights by advising the entitlement
number. Those rights wishing to be sold
must be dealt with by the close of trade on
ASX on 18 September 2009.
Send a completed standard Renunciation
Form (obtainable from a stockbroker or
from the Share Registry), together with
Entitlement & Acceptance Form and the
applicable transferee's cheque or bank draft
for the acceptance of money to reach the
Share Registry before 5pm Sydney time on
25September 2009.
Placement – 2 September 2009.
Rights Issue – 2 October 2009.

ME_81972194_2 (W2003)

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 6

11 May 2009]

ME_81972194_2 (W2003)

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)

Number +Class

ME_81972194_2 (W2003)

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: Original signed Date: 28 August 2009 (Director/Company secretary)

Print name: Nicholas Geddes, Company secretary

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 8

11 May 2009]

ME_81972194_2 (W2003)