17 September 2012

The Manager ASX Market Announcements Australian Securities Exchange Level 4, 20 Bridge Street Sydney NSW 2000

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Dear Sir or Madam

LOYALTY BONUS ISSUE TO SHAREHOLDERS

As previously foreshadowed, the Directors of Tag are pleased to confirm that a prospectus for a bonus issue of options has today been lodged with ASIC. A copy of the prospectus is attached and sets out full details in relation to the bonus issue. The purpose of the bonus issue is to reward shareholders for their continued support.

Shareholders with Australian or New Zealand addresses will be allotted options exercisable at 20 cents each and expiring on 4 October 2017 on the basis of one option for each seven shares held as at the record date of 26 September 2012. Eligible shareholders will automatically be issued the bonus options, and will not have to take any action.

Also attached is an Appendix 3B application for quotation of the new options and the text of letters to be mailed today to overseas shareholders and to the holders of existing unquoted options.

Yours faithfully

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Darrell Godin Secretary

TAG PACIFIC LIMITED

ABN 73 009 485 625

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Prospectus

for a one for seven non-renounceable bonus issue of approximately 10,097,233 Options exercisable at 20 cents each on or before 4 October 2017

As a shareholder you do not need to take any action in relation to this prospectus

The Options will be automatically issued to you based on your entitlements on the Record Date 26 September 2012

This document is important and requires your immediate attention. It should be read in its entirety. If you are in doubt as to the course you should follow, you should consult your stockbroker or other professional adviser without delay.

Summary of important dates

17 September 2012 Lodgement of Prospectus with ASIC

20 September 2012

Expected date for Options to be quoted by ASX on a deferred settlement basis

26 September 2012

Record Date to determine Entitlements (7:00pm Sydney time)

4 October 2012

Expected date of despatch of Prospectus / Statements for Options despatched and deferred settlement trading ends

Subject to the requirements of the Corporations Act and the Listing Rules, the Company reserves the right at any time to change the timetable set out above.

Contents

Important notice

Chairman’s letter

Details of the Issue

Effect of the Issue on the Company

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Risk factors

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Additional information

18

Directors’ authorisation

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Glossary

Corporate directory

pROSpECTuS

Important notice

Important notice

This prospectus is dated 17 September 2012. A copy of the prospectus was lodged with ASIC on that date. Neither ASIC nor ASX takes responsibility for the contents of this prospectus or for the merits of the investment to which this prospectus relates. This prospectus expires 13 months after the date of this prospectus. No Options will be issued or allotted on the basis of this prospectus later than 13 months after the date of this prospectus.

Application for admission of the Options to quotation on ASX will be made to ASX within 7 days after the date of this prospectus.

Eligible Shareholders should read this prospectus in its entirety and seek professional advice where necessary.

Restrictions on the distribution of this Prospectus

The Options being offered under this prospectus pursuant to the Issue are being offered to Eligible Shareholders, being Shareholders with a registered address in Australia or New Zealand at 7:00pm on the Record Date.

The distribution of this prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and therefore persons who come into possession of this document should seek advice on and observe any such restrictions. A failure to comply with these restrictions may constitute a violation of applicable securities laws.

This prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

No action has been taken to register or qualify the Options or to otherwise permit a public offering of the Options, outside Australia and New Zealand. The Options may not be offered in a jurisdiction outside Australia and New Zealand where such an offer is not made in accordance with the laws of that place.

More detail regarding restrictions on the distribution of this prospectus, and limitations upon the jurisdictions in which the offers under the prospectus are made, is set out in section 2.3.

New Zealand Notice

The Issue to New Zealand investors pursuant to this prospectus is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act and the Corporations Regulations 2001 (Cth). In New Zealand, this is part 5 of the Securities Act 1978, Securities Regulations 2009 and the Securities (Mutual Recognition of Securities Offerings – Australia) Regulations 2008.

The Issue and the content of this prospectus are principally governed by Australian rather than New Zealand law. The Australian Corporations Act and Corporations Regulations 2001 (Cth) set out how the Issue must be made. There are differences in how securities are regulated under Australian law. For example, the disclosure of fees for collective investment schemes is different under the Australian regime. The rights, remedies, and compensation arrangements available to New Zealand investors in Australian securities may differ from the rights, remedies, and compensation arrangements for New Zealand securities.

Both the Australian and New Zealand securities regulators have enforcement responsibilities in relation to the Issue. If you need to make a complaint about the Issue, please contact the Financial Markets Authority, Wellington, New Zealand. The Australian and New Zealand regulators will work together to settle your complaint.

The taxation treatment of Australian securities is not the same as for New Zealand securities.

If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser.

The Issue may involve a currency exchange risk. The currency for the Options is not New Zealand dollars. The value of the Options will go up or down according to changes in the exchange rate between that currency and New Zealand dollars. These changes may be significant. If you expect the Shares to be granted upon exercise of the Options to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars.

The Company will apply to the ASX for quotation of the Options offered under this prospectus. If quotation is granted, the Options offered under this prospectus will be able to be traded on the ASX. If you wish to trade the Options through that market, you will have to make arrangements for a participant in that market to sell the Options on your behalf. As the ASX does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the Options and trading may differ from securities markets that operate in New Zealand.

The Company is required under part 1 of the Securities (Mutual Recognition of Securities Offerings – Australia) Regulations 2008 to provide an Eligible Shareholder with copies of the Company’s constitution on request and free of charge.

TAG pACIFIC LIMITED

Important notice

Risk factors

This prospectus does not take into account your investment objectives, financial situation and particular needs. In particular, you should consider the risk factors that could affect the performance of the Company. You should carefully consider these factors in light of your personal circumstances (including financial and taxation issues) and seek professional guidance before deciding whether to invest. A number of key risk factors that you should consider are outlined in section 4.

Disclaimer

No person is authorised to give any information or to make any representation in connection with the Issue which is not contained in this prospectus. Any information or representation not contained in this prospectus may not be relied on as having been authorised by the Company, the Directors or any other person in connection with the Issue.

Forward looking statements

Some of the information contained in this prospectus constitutes forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements include those containing such words as ‘anticipate’, ‘estimate’, ‘should’, ‘will’, ‘expects’, ‘plans’ or similar expressions. These statements discuss future objectives or expectations concerning results of operations or financial conditions or provide other forward-looking information,. The Company’s actual results, performance or achievements could be significantly different from the results or objectives expressed in, or implied by, those forward-looking statements. This prospectus details some important factors that could cause the Company’s actual results to differ from the forward-looking statements made in this prospectus.

Definitions

Privacy

The Company (and the Share Registry on its behalf) collects, holds and uses that personal information in order to service your needs as an investor, provide facilities and services you request and carry out appropriate administration.

Your personal information may also be disclosed to the Company’s agents and service providers on the basis that they deal with such information in accordance with the Company’s privacy policy. Your information may also be used or disclosed from time to time to inform you about the Company’s products or services that the Company thinks may be of interest to you. If you do not want your personal information used for this purpose, you should contact the Company through the Share Registry at the telephone number or address listed below.

under the privacy Act, you may request access to your personal information held by, or on behalf of, the Company or the Share Registry. You can request access to your personal information by telephoning or writing to the Share Registry as follows:

Computershare Investor Services pty Limited Level 3 60 Carrington Street Sydney NSW 2000 Australia

phone: 1300 850 505 (within Australia) or + 61 3 9415 4000 (outside Australia)

Fax: +61 3 9473 2500

THIS PROSPECTUS IS IMPORTANT AND SHOULD BE READ IN ITS ENTIRETY.

Some capitalised words or terms in this prospectus have defined meanings which appear in the Glossary in section 7.

A reference to time in this prospectus is to Australian Eastern Daylight Savings Time.

A reference to $ and cents is to Australian currency, unless otherwise stated.

Electronic copy of the Prospectus

This prospectus is issued in paper form only.

Eligible Shareholders will be mailed a copy of this prospectus.

This prospectus has been placed on the Company’s website at www.tagpac.com for information purposes only.

pROSpECTuS

Chairman’s letter

Chairman’s letter

17 September 2012

Dear Shareholder,

Loyalty bonus issue

On behalf of the Directors, I am pleased to announce that the Company intends to make a bonus issue of approximately 10,097,233 Options to Shareholders.

The Options will be issued to Shareholders as a means of rewarding Shareholders for their support.

This prospectus sets out the details of the bonus issue of Options. The Issue is made by way of a one for seven non-renounceable bonus issue to Shareholders as at 26 September 2012.

No funds will be raised from the Issue itself. The bonus issue of Options allows Shareholders to support the growth of the Company and participate in a manner that is anti-dilutionary to their individual shareholdings. Secondly, the Issue will enable the Company to raise $2,019,446.60 during the life of the Options, in the event that 10,097,233 Options are issued and all of them are exercised at a price of 20 cents each.

Any funds raised from the exercise of any of the Options will be used by the Company to further its investment program and to meet other ongoing working capital requirements of the Company.

I recommend that you read the prospectus thoroughly for further details.

On behalf of the Directors, I would like to thank all Shareholders for their ongoing loyalty and support.

Yours sincerely,

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Peter Wise Chairman

TAG pACIFIC LIMITED

Details of the Issue

Details of the Issue

2.1 The Issue

persons who are registered as holders of Shares at the Record Date and whose registered address is in Australia or New Zealand will be issued Options for free, on the basis of being issued one Option for every seven Shares held at the Record Date.

Each Option will entitle the holder to subscribe for one Share at an exercise price of 20 cents each on or before 5:00pm Sydney time on 4 October 2017.

As there are 70,680,636 Shares on issue at the date of this prospectus, approximately 10,097,233 Options will be issued pursuant to this prospectus if no Existing unquoted Options are exercised prior to the Record Date. None of the 22,939,477 Shares to be issued as a result of the passing of the Resolution by the Company’s Shareholders will be issued before the Record Date and therefore the successful passing of the Resolution as part of the Integration proposal will not affect the number of Options to be issued under this prospectus.

Fractional entitlements to Options will be rounded down to the nearest whole Option. The number of Options to be issued to you will be set out in a holding statement that will be despatched to you on or as soon as possible after 4 October 2012 and, in any event, by not later than 11 October 2012.

2.2 Purpose of the Issue

The purpose of the bonus issue of Options is to reward the Company’s Shareholders for their continued support of the Company and to enable the Company to raise funds in the event any of the Options are exercised. Any funds raised from the exercise of the Options will provide additional working capital for the Company to be used by the Company to fund the Company’s investment program and meet other ongoing working capital requirements of the Company.

No funds will be raised from the Issue itself.

2.3 Eligible Shareholders

The Company is of the view that it is unreasonable to make an offer to issue Options to Ineligible Shareholders having regard to:

(a) the number of Ineligible Shareholders to whom offers to issue Options would otherwise be made;
(b) the number and value of Options that would otherwise be offered for issue to Ineligible Shareholders; and
(c) the cost of complying with the laws, and any requirements of any regulatory authority, of the places where the Options would otherwise be offered for issue.

Therefore, this prospectus is only being sent to Shareholders with registered addresses in Australia or New Zealand. This prospectus does not constitute an offer to issue Options in any place in which, or to any person to whom, it would not be lawful to make such an offer.

This prospectus has not been, and will not be, registered under the securities laws of any other foreign country or jurisdiction. Accordingly, the offer to issue Options is not being made to, and no Options will be issued to, or may be acquired directly or indirectly by or for the benefit of, any Shareholder whose registered address is outside Australia and New Zealand. The offer to issue Options is only being made to Shareholders with registered addresses in Australia or New Zealand.

Shareholders with a registered address in Australia or New Zealand holding Shares on behalf of persons who are not resident in Australia or New Zealand are responsible for ensuring that taking up the Options under this prospectus does not breach regulations in the relevant overseas jurisdictions.

2.4 Action required by Shareholders

You do not need to take any action to receive your Entitlement.

If all of the Options to be issued pursuant to this prospectus are exercised, the Company will raise, before the costs of the Issue, additional funds of $2,019,446.60 (based on a total of 10,097,233 Options being issued pursuant to this prospectus).

This prospectus is issued without the requirement for an application form under an exemption provided by ASIC Class Order CO 00/1092.

pROSpECTuS

Details of the Issue

2.5 Allotment of the Options

The Options will be allotted and holding statements will be despatched on or as soon as possible after 4 October 2012 and, in any event, by not later than 11 October 2012.

2.6 Non-renounceable nature

The rights to the Options are non-renounceable. Accordingly you may not transfer those rights, either through trading on the market conducted by ASX or otherwise.

2.7 ASX quotation

Application has been made for the Options to be granted quotation by ASX.

If official quotation of the Options is not granted by ASX within three months after the date of this prospectus (or such longer period as may be permitted by ASIC), the Options will remain on issue and will be transferable, but will not be able to be traded on the market conducted by ASX.

2.8 Taxation implications

A general overview of the Australian income tax implications of being issued Options under this prospectus for Australian resident Shareholders who hold shares on capital account is set out below.

This overview does not consider the Australian income taxation implications for Shareholders who:

(a) are not residents of Australia for tax purposes;
(b) are exempt from income tax in Australia;
(c) are in the business of trading or dealing in shares or options; or
(d) invest in shares or options as an ordinary part of their business (eg. banks or insurance companies).
(c) where the Options are disposed of prior to exercise by a Shareholder, the Shareholder will be subject to capital gains tax on the full amount of the disposal proceeds received. The Options will have no cost base for capital gains tax purposes as no consideration was provided for the issue of the Options; and
(d) where Options are exercised by a Shareholder, the new Shares will be taken to have been acquired at the time the Options are exercised. The capital gains tax cost base of the new Shares acquired for the purposes of any future disposal of the shares will be equal to the exercise price of the Options (that is 20 cents per share).

The above overview is general in nature and subject to change. It is important to note that the taxation law is complex. The ultimate interpretation of the taxation law rests with the Courts, and the law, and the way the Australian Taxation Office administers the law, may change over time. As a formal class ruling in relation to the income tax treatment to Shareholders has not been obtained, there is no guarantee that a different, and potentially less advantageous, income tax treatment may be considered to arise to the Shareholder by the Australian Taxation Office or ultimately by the Courts.

The income taxation consequences for a Shareholder may differ from those outlined in the summary above, depending on the Shareholder’s particular circumstances. Accordingly, Shareholders should not rely on this summary as a substitute for professional advice. Shareholders should obtain their own independent professional advice, in light of their own circumstances, in relation to the income taxation consequences associated with the proposed issue of Options to them.

2.9 Enquiries

The Australian income tax implications may be

summarised as follows:

(a) the provision of the Options should not of itself amount to the receipt of a dividend or a deemed dividend by the Shareholders. The issue of the Options should not represent a dividend substitution arrangement. If the Australian Taxation Office was to form a view that such an arrangement existed, the Options would be deemed to be an unfranked dividend;

If you have any questions regarding your Entitlement, please contact the Company’s share registry, Computershare Investor Services pty Limited on telephone number 1300 850 505 (if calling from within Australia) or +61 3 9415 4000 (if calling from outside Australia) or contact your stockbroker or professional adviser.

(b) for capital gains tax purposes, the Shareholders will be deemed to have acquired the Options when they originally acquired the Shares to which the Options relate;

TAG pACIFIC LIMITED

Effects of the Issue on the Company

Effect of the Issue on the Company

The Issue will not result in any additional Shares being issued (other than those Shares that are issued if any of the Options or Existing unquoted Options are exercised).

There are 70,680,636 Shares on issue as at the date of this prospectus. None of the 22,939,447 Shares to be issued as a result of the passing of the Resolution will be issued on or prior to the Record Date and will therefore not entitle the holders to be issued any Options under this prospectus.

There are 1,345,000 Existing unquoted Options to acquire 1,345,000 Shares on issue as at the date of this prospectus, as follows:

J 45,000 options exercisable at 24 cents each and expiring 17 November 2013.
J 200,000 options exercisable at 30 cents each and expiring 17 November 2013.
J 750,000 options exercisable at 20 cents each and expiring 4 March 2016.
J 350,000 options exercisable at 20 cents each and expiring 11 August 2016.

The principal effects of the Issue will be to issue between 10,097,233 Options (if none of the Existing unquoted Options are exercised prior to the Record Date) and 10,289,376 Options (if all of the Existing unquoted Options are exercised prior to the Record Date). In addition to the first 10,097,233 Options to be issued under this prospectus, one additional Option will be issued for every seven Existing unquoted Options exercised prior to the Record Date.

3.1 Capital structure

Set out below is the effect of the Issue on the Company’s issued capital.

The capital structure of the Company as at the date of this prospectus is as follows:

prospectus is as follows:
Shares	Number
Ordinary fully paid	70,680,636
Share Options
Existingunquoted Options	1,345,000

The capital structure of the Company immediately post Issue (assuming none of the Existing unquoted Options are exercised prior to the Record Date and assuming the 22,939,447 Shares are issued under the Integration proposal immediately after the Record Date) is as follows:

Shares	Number
Ordinary fully paid	93,620,083
Share Options
Options	10,097,233
Existingunquoted Options	1,345,000

The capital structure of the Company immediately post Issue (assuming all of the Existing unquoted Options are exercised prior to the Record Date and assuming the 22,939,447 Shares are issued under the Integration proposal immediately after the Record Date) is as follows:

Shares	Number
Ordinary fully paid	94,965,083
Share Options
Options	10,289,376

3.2 Details of substantial holders

Based on publicly available information as at the date of this prospectus, those persons which (together with their associates) have a relevant interest in 5% or more of the shares on issue are as set out below:

Shareholder	Shares	%
Anthony Australia pty Ltd	34,891,359	49.42
KV Management (Nominees)	6,630,141	9.42
ptyLtd

There will be no change to the substantial holders on completion of the Issue.

3.4 Effect on control of Company

The Issue is not expected to have any material impact on control of the Company.

3.4 Pro-forma statement of financial position

The following table sets out statements of financial position of the Company as at 30 June 2012 and a pro-forma statement of financial position of the Company showing the effect on the statement of financial position of the Issue as at 30 June 2012 assuming:

10,097,233 Options are allotted and issued; and
J
J expenses of the Issue of $40,020 (exclusive of GST) are to be held in a prepayment account and offset against proceeds from the exercise of Options.

pROSpECTuS

Effects of the Issue on the Company

The effects of the Issue shown in the pro-forma statement of financial position are:
J
J
decrease cash by $40,020; and
increase ‘Other assets’ (which includes prepayments) by $40,020.

The 30 June 2012 statement of financial position has been audited and has been extracted from the Company’s 2012 annual report. The pro-forma statement of financial position has not been audited. The unaudited pro-forma statement of financial position is not represented as being indicative of the Company’s views on its future financial position and/or performance.

The unaudited pro-forma statement of financial position does not take into account the following effects of the Integration proposal:

J
the issue of 22,939,477 Shares to the vendor shareholders of Mpower Group pty Limited;
J the payment of the dividend of 5 cents per Share to the Company’s Shareholders, which dividend will not be paid on the 22,939,477 Shares to be issued to the vendor shareholders of Mpower Group pty Limited; and
J the payment of the cash dividend of $1,292,869.30 by Mpower Group pty Limited to all its shareholders, including the vendor shareholders.

Statement of Financial Position

Statement of Financial Position
	30/06/2012	Pro-forma
	$'000	$'000
CuRRENT ASSETS
Cash and cash equivalents	17,772	17,732
Trade and other receivables	13,953	13,953
Inventories	13,516	13,516
Other assets	2,112	2,152
TOTAL CuRRENT ASSETS	47,353	47,353
NON CuRRENT ASSETS
Investments in associates	–	–
Other fnancial assets	17	17
property, plant and equipment	3,457	3,457
Deferred tax assets	4,568	4,568
Intangible assets	3,275	3,275
TOTAL NON CuRRENT ASSETS	11,317	11,317
TOTAL ASSETS	58,670	58,670
CuRRENT LIABILITIES
Trade and other payables	11,853	11,853
Borrowings	3,082	3,082
Current tax liabilities	336	336
provisions	1,994	1,994
Other liabilities	2,069	2,069
TOTAL CuRRENT LIABILITIES	19,334	19,334
NON CuRRENT LIABILITIES
Borrowings	2,011	2,011
provisions	414	414
Other liabilities	45	45
TOTAL NON CuRRENT LIABILITIES	2,470	2,470
TOTAL LIABILITIES	21,804	21,804
NET ASSETS	36,866	36,866
EQuITY
Issued capital	16,409	16,409
Reserves	751	751
Retained earnings	9,799	9,799
EQuITY ATTRIBuTABLE TO OWNERS OF THE COMpANY	26,959	26,959
NON CONTROLLING INTEREST	9,907	9,907
TOTAL EQUITY	36,866	36,866

TAG pACIFIC LIMITED

Risk factors

Risk factors

4.1 Introduction

An investment in the Company involves a degree of risk, particularly having regard to the stage of the Company’s business development. There are a number of factors that may have a material adverse effect on the Company’s future operating and financial performance.

There are specific risks which relate directly to the Company’s business. In addition, there are general risks. While some of these risks can be mitigated by the use of appropriate safeguards and systems, many are outside the control of the Company and cannot be mitigated. Whilst the Company intends to continue to adopt prudent management techniques to minimise these risks to Shareholders, they should still be carefully considered by potential investors when evaluating an investment in the Company.

Intending investors should read the whole of this prospectus and the risks identified in this section should be considered carefully and in detail. The following summary, which is not exhaustive, represents some of the major risk factors which potential investors need to be aware of.

4.2 Risks specific to the Company

Government regulation

It is possible that new specific laws may be introduced in Australia or overseas which may have a material adverse effect on the Company’s business. The Company’s business may be affected by new and changing Government policies, including taxation, royalties, environmental regulation, land access and economic regulation relating to the electricity and renewable energy industries and policies and legislation relating to renewable energy targets and renewable energy trading.

Material Contracts

The Directors anticipate that the Company will derive significant benefits from its material contracts and consider that the Company has good working relationships with its contractual partners. However, a number of these contracts may be terminated by notice in writing from the other party and the revenues to be derived by the Company under the contracts are uncertain.

The early termination of those contracts or projects may have an adverse impact on the Company’s financial performance. The quantum of this adverse impact will vary based on a number of factors, including the value to be derived from the particular contract or work order.

Competition

The Company has many competitors in the industry sectors in which it operates, and therefore operates in a competitive market environment. Additionally, barriers to entry in the Company’s market sector do not preclude the rapid entry of new competitors from within Australia and from overseas. The Company’s ability to successfully compete with its competitors will depend upon a large number of factors, including the perceived quality of the Company’s goods and services, success with the ongoing research and development of the Company’s products, the performance of the Company’s products and services in the marketplace, the success of the Company’s market strategies and the general business practices and methods of the Company in its operations. The performance of existing competitors, or the entry of new competitors, in the industries in which the Company operates could result in reduced margins, price reductions, under utilisation of assets and loss of market share. Any of these factors could adversely affect the Company’s operating and financial performance.

Risk of Product Liability

The Company’s business exposes it to potential product liability risks. The Company intends to continue to seek adequate product liability insurance where prudent. However, there can be no assurance that adequate or necessary insurance coverage will be available at an acceptable cost or in sufficient amounts, or that a product liability claim would not adversely affect the Company.

pROSpECTuS

Risk factors

Operating risks

The operations of the Company may be affected by various factors, including:

operational and technical difficulties;
J
J difficulties in commissioning and operating plant and equipment;
J mechanical or technical failures or plant breakdowns;
J unanticipated engineering, design or technical problems;
J plant and equipment unavailability or shortages (including delays in delivery);
J increases in the cost of consumables, spare parts, plant and equipment;
J industrial and environmental accidents and hazards (including, by way of example, fires and explosions);
J labour and industrial disputes;
transport disruptions; and
J
J extended interruptions due to inclement and hazardous weather conditions.

These hazards and risks could result in damage to or loss of life, damage to or the destruction of production facilities and property, environmental damage and possible legal liability for any and all damage. One or a combination of these events and impacts could have a material adverse effect on the financial position, financial performance, cash flows and growth prospects of the Company. Whilst the Company has implemented a number of systems to guard against errors and industrial accidents, a serious accident or error could have long-term material adverse implications for the Company.

Production risks

production may be impacted or shut down for periods of time due to any of the following factors:

J government regulation;
J equipment failure;
J equipment or manpower shortages;
J force majeure;
explosions or fires; and
J

J environmental hazards and risks all of which could have a material adverse effect on the Company’s financial position, financial performance, cash flows and growth prospects.

Contractual arrangements

The Company is a party to a number of contracts, particularly supply contracts with its major suppliers. Failure by any party to a contract with the Company to comply with their obligations could have a material adverse effect on the financial position, financial performance, cash flows and growth prospects of the Company.

Key relationship breakdowns

The Company relies upon its close and long-standing business relationships with a number of key suppliers, distributors and clients in order to maintain and grow its market share. The Company does not have in place formal written contracts with all of its key suppliers, distributors and clients. The deterioration of any such key relationships or a change in the circumstances or requirements of the key suppliers, distributors and/or clients, or market conditions generally, could therefore have significant operational and financial implications for the Company.

Manufacturing and quality risk

There is a risk that the Company’s products may not be manufactured in a timely fashion (particularly in response to elevated levels of customer demand) at an appropriate cost or to the required quality standards of customers and regulatory bodies. These risks have been mitigated by utilising either manufacturers with quality certification and the experience and capability to be able to produce each assembly to the relevant standard or by sourcing and using appropriate materials in the manufacturing process. Both elements are continually monitored to assist in achieving product standards.

Reliance on Key Personnel

The Company’s businesses are reliant on a number of key personnel and the loss of the services of one or more of these individuals could adversely affect the Company. In addition, the Company’s plans for expansion will require it to recruit and train new employees. Although the Company expects to be able to attract and retain skilled and experienced personnel, there can be no assurance that it will be able to do so. The Company intends to mitigate these risks by entering into service contracts with any new employees and will in due course establish employee incentive plans to encourage employees’ loyalty to the Company.

Currency risk

A number of the Company’s suppliers are domiciled in foreign countries and a part of the Company’s ongoing payment obligations to those suppliers are denominated in foreign currencies. This exposure to foreign currency may adversely affect the Company’s business if the Australian dollar was to materially devalue, however, equally, a further material revaluation of the Australian dollar could be of substantial benefit to the Company’s Shareholders and therefore the holders of Options. The Company has a currency hedging strategy in order to attempt to mitigate its exposure to fluctuating currency exchange rates.

TAG pACIFIC LIMITED

Risk factors

Refinancing loan facilities

Historically, the Company has successfully refinanced its borrowing facilities. However, there is a refinancing risk that replacement debt facilities will not be available or will not be available on terms as favourable to the Company as its previous borrowing facilities. If the Company is not able to refinance its corporate debt facilities when they fall due, it could have a materially adverse impact on the Company’s financial position and its ability to continue trading as a going concern.

4.3 General risk factors

Litigation risk

The Company is subject to litigation risks. All industries, including the industries in which the Company participates, are subject to legal claims, with and without merit. Defence and settlement costs of legal claims can be substantial, even with respect to claims that have no merit.

Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which the Company is or may become subject could have a material effect on its financial position, results of operations or the Company’s activities.

Market conditions

The stock markets in general have experienced price and volume volatility over a number of years. There can be no assurance that trading prices, volumes and valuations will be sustained. These broad market and industry factors may materially and adversely affect the market value of the Company’s Shares and therefore the Options, regardless of the Company’s financial performance.

Market fluctuations, as well as general political and economic conditions such as recession, interest rate or currency rate fluctuations, may also adversely affect the price at which the Company’s Shares and therefore the Options may be traded in the future.

4.4 Speculative Nature of Investment

The above risk factors are not intended to provide an exhaustive list of all the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may materially affect the future financial performance of the Company and the value of the Options to be issued under this prospectus.

The Shares to be issued on exercise of the Options carry no guarantee with respect to payment of dividends, return of capital or market value. potential investors should consult their professional advisers before deciding whether to exercise or transfer their Options.

Economic conditions

Factors such as general economic conditions, exchange rates, interest rates, regulatory environments, barriers to entry, competitive pressures, investor attitudes, stock market fluctuations around the world, changes in inflation and variations in general market conditions can all have an adverse effect on the perceived value of the Company’s Shares and therefore the Options.

Additional Capital Requirements

The Company’s continued ability to effectively implement its business plan over time may depend upon in part on an ability to raise additional funds. If adequate funds are not available on acceptable terms, the Company may not be able to complete acquisitions, take advantage of opportunities, develop new ideas or otherwise respond to competitive pressures. There is no assurance that additional funding over and above that secured by existing borrowing facilities will be available to the Company in the future or be secured on acceptable terms.

pROSpECTuS

Additional information

Additional information

5.1 Rights and liabilities attaching to the Options

The Options will be issued on the following terms and conditions.

Entitlement to Shares

Subject to and conditional upon any adjustment in accordance with the conditions set out below, each Option entitles the holder to subscribe for one Share upon payment of the exercise price prior to the expiry date.

Exercise period and expiry date

The Options may be exercised at any time on or before 5:00pm (Sydney time) on 4 October 2017 (‘ Expiry Date ’). Options not exercised by the Expiry Date lapse.

Exercise price

The exercise price of each Option shall be $0.20 (‘ Exercise Price ’).

Notice of exercise of Options

The Options may be exercised by lodging with the Company, before the Expiry Date:

(a) a written notice of exercise of Options specifying the number of Options being exercised (‘ Exercise Notice ’); and
(b) a cheque in favour of the Company or electronic funds transfer for the Exercise price for the number of Options being exercised.

An Exercise Notice is only effective when the Company has received the full amount of the Exercise price in cleared funds.

Shares issued on exercise of Options

Shares to be issued pursuant to the exercise of Options will be issued within 10 Business Days following receipt of the Exercise Notice and the Exercise price (in cleared funds) and will rank equally with the then issued Shares.

Quotation of Options and Shares on exercise

The Company will make an application to ASX for quotation of the Options. Application will be made for quotation of the Shares issued upon exercise of Options within 10 Business Days after the date of allotment of those Shares. The Options are transferable.

Participation rights

The Options confer on holders a right to a change in the Exercise price, or a change to the number of Shares to be issued on exercise of the Options, where there is a pro rata issue (except a bonus issue) to the Shareholders. In such circumstances, the Exercise price of the Options may be reduced according to the formula set out in Listing Rule 6.22.

Bonus issues

If, from time to time, before the expiry of the Options, the Company makes a pro rata issue of Shares to the Shareholders for no consideration, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the Option had been exercised before the date for calculating entitlements to the pro rata issue.

Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of securities offered to Shareholders during the currency of the Options. However, before the record date to determine entitlements to any such new issue of securities, the Company will notify the holders of the Options of the proposed new issue in accordance with the requirements of the Listing Rules.

Reconstruction of capital

In the event of a reconstruction (including consolidation, subdivision, reduction, or return of the issued capital of the Company), the rights of the holder shall be changed to the extent necessary to comply with the ASX Listing Rules.

5.2 Rights and liabilities attaching to the Shares

The rights and liabilities attaching to the Shares in the Company to be issued on exercise of the Options are prescribed by both the Corporations Act and the constitution of the Company. A summary of the more significant rights and liabilities is set out below. This summary is not exhaustive nor does it constitute a definitive statement of the rights and liabilities of the Company’s shareholders. A full copy of the Company’s constitution is available free of charge on request from the Company at its registered office.

TAG pACIFIC LIMITED

Additional information

The Shares issued on exercise of the Options will be in the same class and have the same rights as Shares on issue as at the Record Date.

Voting

At a general meeting of the Company, each shareholder present in person or by proxy or attorney has one vote on a show of hands and on a poll has one vote per Share they hold.

Where there are two or more joint holders of a Share, the holder whose name appears first in the Company’s register of members is entitled to vote as holder of that Share to the exclusion of other joint holders.

Beneficial ownership of Shares

Except as required by law, the Company must not recognise a person as holding a Share upon any trust.

The Company, unless otherwise provided by its constitution or by law, is not bound by or compelled in any way, to recognise any equitable, future or partial interest in any Share or unit of a Share, or any other rights in respect to the Share, except an absolute right of ownership in the registered holder.

Meetings of the Company’s members

In accordance with the Corporations Act, the Company must hold an annual general meeting at least once each year.

Dividend rights

The Directors may in accordance with the Corporations Act, declare a dividend. The dividend is payable as soon as it is declared unless the Directors specify a later time for payment. The Directors may authorise such interim dividends as appear to the Directors to be justified.

Winding-up

If the Company is wound up, the liquidator may, with the sanction of a special resolution, divide the Company’s property among the shareholders and may for that purpose set such a value as the liquidator considers fair and may determine how the division is to be carried out as between the shareholders according to their rights and interests in the Company.

Transfer of Shares

A Shareholder may transfer Shares by a market transfer in accordance with any computerised or electronic system established or recognised by the Listing Rules or the Corporations Act for the purpose of facilitating transfers in Shares or by an instrument in writing in a form approved by ASX or in any other usual form or in any form approved by the Directors.

The Directors of the Company may refuse to register any transfer of Shares, (other than a market transfer) where the Company is permitted or required to do so by the Listing Rules or the ASX Settlement Operating Rules. The Company must not prevent, delay or interfere with the registration of a proper market transfer in a manner which is contrary to the provisions of any of the Listing Rules or the ASX Settlement Operating Rules.

Any Director may, whenever he or she thinks fit, call a meeting of the Company’s members. The Directors must convene a meeting of the Company’s members on request of members in accordance with section 249D of the Corporations Act.

No business will be transacted at any meeting of the Company’s members unless a quorum is present. Three members constitute a quorum.

Alteration to the constitution

The Company’s constitution can only be amended by a special resolution passed by at least three quarters of the votes of the Shareholders present and voting at a general meeting. At least 28 days written notice must be given of the intention to propose the resolution as a special resolution.

ASX Listing Rules

Because the Company is listed on the ASX, notwithstanding anything in the Company’s constitution, if the ASX Listing Rules prohibit an act being done, the act must not be done. If the ASX Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done, and if a provision is required in the Company’s constitution by the ASX Listing Rules, the constitution will be treated as containing that provision. If any provision of the constitution becomes inconsistent with the ASX Listing Rules, the constitution will be treated as not containing that provision to the extent of the inconsistency.

5.3 Litigation

Variation of rights

The rights attached to a class of shares in the Company may be varied or abrogated in any way with the consent in writing of three quarters of the holders of shares of that class or by a special resolution passed at a separate meeting of holders of the shares of that class. This does not apply if the terms of shares in a class state otherwise.

As at the date of this prospectus, the Company is not involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against the Company, in either case which are likely to have a material adverse effect on the Company’s financial position.

pROSpECTuS

Additional information

5.4 Expenses of the Issue

The total estimated expenses of the Issue (exclusive of GST) which are payable by the Company are:

Legal fees	$18,000
ASIC fees	$2,171
ASX fees	$6,999
printing and design	$4,350
Share registry, despatch,
administration and other costs	$8,500
	$40,020

(g) the offer to issue the Options under this prospectus, and no amounts have been paid or agreed to be paid, and no benefits have been given or agreed to be given:

(h) to a Director or proposed director, to induce him to become or to qualify him as a director of the Company; or
(i) for services provided by any or the persons referred to in (a) – (d) above in connection with the formation or promotion of the Company or the offer to issue the Options under this prospectus.

Directors’ holdings

The direct and indirect interests of the Directors in the securities of the Company at the date of this prospectus are as follows:

5.5 Market Price of Shares

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on ASX.

The highest and lowest market sale prices of the Company’s Shares on ASX during the 3 months immediately preceding the date of lodgement of this prospectus with ASIC and the respective dates of those sales were:

Highest: 32.5 cents per Share on 27 July 2012

Lowest: 24.5 cents per Share on 21 June 2012

The latest available closing sale price of the Company’s Shares on ASX prior to the lodgement of this prospectus with the ASIC was 28.5 cents per Share on 14 September 2012.

The Options are not currently listed on ASX.

5.6 Interests of Directors, promoters and persons named in this Prospectus

Except as set out in this prospectus, no:

Director	Shares	Options
peter Wise*	35,034,982	600,000
Nathan Wise*	35,034,982	1,345,000
Gary Cohen	980,492	–
Robert Constable	200,000	–
Robert Moran	1,102,523	–
Richard peterson	1,299,875	–
GaryWeiss	250,000	–

peter Wise and Nathan Wise each have a relevant interest in the 35,034,982 Shares and 600,000 options as they are directors of Anthony Australia pty Limited, which is the registered holder of the 35,034,982 Shares and 600,000 options.

The Directors holding Shares at the Record Date will be issued Options under this prospectus.

Remunerations of Directors

The Directors are entitled to fees and other entitlements for acting as Directors. until approved otherwise by the Shareholders in general meeting, the aggregate fees payable to the Directors, other than a managing director or executive director, shall be a maximum of $250,000 per annum.

(a) Director or proposed director; or
(b) person named in this prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this prospectus; or
(c) promoter of the Company; or
(d) underwriter to the Issue or financial services licensee named in this prospectus as a financial services licensee involved in the Issue,

The Directors are also entitled to be paid all travelling and other expenses properly incurred by them in connection with the business or affairs of the Company and any Director who performs extra services or makes any special exertions or undertakes work for the Company beyond his ordinary duties may be remunerated either by a fixed sum or salary.

holds, or has held during the last two years before lodgement of this prospectus, any interest in:

(e) the formation or promotion of the Company; or
(f) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the offer to issue the Options under this prospectus; or

TAG pACIFIC LIMITED

Additional information

The details of the annual remuneration provided to the Directors and their associated entities during the financial years ended 30 June 2011 and 30 June 2012 and the proposed annual salary, fees and allowances to be provided to the Directors and their associated entities during the financial year ending 30 June 2013 are as follows:

		Salary,	Super-
		fees and	annuation		Non-cash
	Financial	allowances	Contributions	Cash bonus	benefts	Options1	Total
Director	year end	$	$	$	$	$	$
peter Wise	2013	387,000	–	–	–	–	387,000
	2012	387,000	–	–	–	–	387,000
	2011	325,000	–	–	–	8,946	333,946
Nathan Wise	2013	300,000	–	–	–	–	300,000
	2012	240,000	–	171,160	–	7,233	418,393
	2011	220,000	–	64,350	–	8,183	292,533
Gary Cohen	2013	20,000	–	–	–	–	20,000
	2012	20,000	–	–	–	–	20,000
	2011	20,000	–	–	–	–	20,000
Robert Constable	2013	20,000	–	–	–	–	20,000
	2012	20,000	–	–	–	–	20,000
	2011	20,000	–	–	–	–	20,000
Robert Moran	2013	20,000	–	–	–	–	20,000
	2012	20,000	–	–	–	–	20,000
	2011	20,000	–	–	–	–	20,000
Richard peterson	2013	20,000	–	–	–	–	20,000
	2012	20,000	–	–	–	–	20,000
	2011	20,000	–	–	–	–	20,000
Gary Weiss	2013	20,000	–	–	–	–	20,000
	2012	20,000	–	–	–	–	20,000
	2011	20,000	–	–	–	–	20,000

Notes:

The figure represents the fair value of options to acquire Shares issued to the relevant Director at the date of issue of the options using the Black & Scholes methodology.
It may be possible that options, cash bonuses and non-cash benefits could be received by one or more Directors during the financial year ending 30 June 2013, however none have been received as at the date of this prospectus.
The salary, fees and allowances set out in the table above as having been paid to peter Wise are received by Anthony Australia pty Limited, a company controlled by peter Wise.
The salary, fees and allowances set out in the table above as having been paid to Nathan Wise are received by Investment Associates pty Limited, a company controlled by Nathan Wise.

pROSpECTuS

Additional information

5.7 Interest of advisers

Landerer & Company has acted as Australian legal advisers to the Company in connection with the Issue and assisting in the preparation of this prospectus and is entitled to receive approximately $18,000 (exclusive of GST) for these services. Landerer & Company has also provided other legal services in relation to ongoing legal work and, in the last 2 years, has been entitled to receive costs of approximately $112,730.75 (exclusive of GST) for these services and Landerer & Company was also entitled to reimbursement of disbursements of $659.24 (exclusive of GST). Further amounts may be paid to Landerer & Company in accordance with its time-based charge out rates.

5.8 Consents

Each of the following persons has given their written consent to be named in this prospectus in the form and context in which they are named and, where appropriate, to the inclusion in this prospectus of the statement(s) by that person in the form and context in which they appear in this prospectus, and has not withdrawn such consent before lodgement of this prospectus with ASIC:

(a) Computershare Investor Services pty Limited has consented to being named as the Share Registry for the Company; and
(b) Landerer & Company has consented to being named as lawyers to the Issue.

Landerer & Company:

(a) did not authorise or cause the issue of this prospectus;
(b) does not make or purport to make any statement in this prospectus nor is any statement in this prospectus based on any statement by it, other than as specified, and
(c) to the maximum extent permitted by law, expressly disclaims any responsibility or liability for any part of this prospectus other than the references to its name and the statement expressly attributed to it in this prospectus (as set out above) and included in this prospectus with its consent.

Computershare Investor Services pty Limited has had no involvement in the preparation of any part of this prospectus other than being named as the Share Registry for the Company. Computershare Investor Services pty Limited has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of this prospectus.

5.9 Continuous disclosure obligations

The Company is a disclosing entity under the Corporations Act. It is subject to regular reporting and disclosure obligations under both the Corporations Act and Listing Rules. Copies of the documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an ASIC office.

These reporting and disclosure obligations require the Company to notify ASX of information about specified events and matters as they arise for the purposes of ASX making that information available to the market. In particular, the Company has an obligation under the Listing Rules (subject to certain limited exceptions) to notify ASX immediately of any information of which it becomes aware concerning the Company that a reasonable person would expect to have a material effect on the price or value of securities in the Company. All announcements made by the Company are available on the Company’s website www.tagpac.com or on the ASX’s website www.asx.com.au.

The board of Directors have adopted a policy on compliance with the Listing Rules which sets out the obligations of the Directors, officers and employees to ensure the Company satisfies the continuous disclosure obligations imposed by the Listing Rules and the Corporations Act. The policy provides information as to what a person should do when they become aware of information which could have material effect on the Company’s securities and the consequences of non compliance.

5.10 Legal framework of this Prospectus

This prospectus is a ‘transaction specific prospectus’ and is issued in accordance with section 713 of the Corporations Act. In general terms, a transaction specific prospectus is only required to contain information in relation to the effect of the issue of securities on a company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

This prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

TAG pACIFIC LIMITED

Additional information

Having taken such precautions and having made such enquiries as are reasonable, the Company believes that it has complied with the requirements of ASX as applicable to disclosing entities from time to time, and which require the Company to notify ASIC of information available to the stock market conducted by ASX, throughout the 3 months before the issue of this prospectus.

Information that is already in the public domain has not been reported in this prospectus other than that which is considered necessary to make this prospectus complete.

5.12 ASIC Class Order

The Company has taken advantage of ASIC Class Order CO 00/1092 which exempts the Company from sections 717 and 723 of the Corporations Act to the extent that they require:

(a) this prospectus to include or be accompanied by an application form; and
(b) the Company to only issue Options pursuant to this prospectus to a person who has submitted an application form distributed with this prospectus.

The ASX maintains files containing publicly disclosed information for all listed companies. The Company’s file is available for inspection at ASX during normal working hours. In addition, copies of documents lodged by, or in relation to, the Company with ASIC may be obtained from, or inspected at, any regional office of ASIC.

5.11 Documents available to investors

The Company is also required to prepare and lodge with ASIC both yearly and half yearly financial statements accompanied by a Directors’ statement and report and an auditor’s report. These reports are released to ASX and published on the Company and ASX websites.

During the period that the Issue remains open, the Company will provide on request from any person, a copy of the following documents (without charge):

(a) The Company’s audited annual financial report for the
year ended 30 June 2012; and
(b) any continuous disclosure notices (including those listed below) given by the Company to ASX after the lodgement of the annual financial report for the year ended 30 June 2012 and before the date of this prospectus.

The following documents were lodged with ASX after the date of lodgement of the Company’s financial report for the year ended 30 June 2012 with ASIC before the lodgement of a copy of this prospectus with ASIC:

Document name	Date released to ASX
Lapse of unlisted options	3 September 2012
Change of Director's Interest Notice	3 September 2012
– peter Wise
Change of Director's Interest Notice	3 September 2012
– Nathan Wise
Chairman's address to shareholders	14 September 2012
Results of General Meeting	14 September 2012

pROSpECTuS

Directors’ authorisation

Directors’ authorisation

This prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

The lodgement of this prospectus with ASIC was consented to by each Director in accordance with section 720 of the Corporations Act and no Director has withdrawn their consent prior to lodgement of this prospectus with ASIC.

This prospectus is signed for Tag pacific Limited by:

==> picture [77 x 32] intentionally omitted <==

Peter Wise Chairman 17 September 2012

TAG pACIFIC LIMITED

Glossary

7 Glossary

In this prospectus the following words have the following meanings unless the context otherwise requires:

$ or A$	Australian dollars.
ASIC	Australian Securities and Investments Commission.
ASX	ASX Limited ACN 006 624 691.
ASX Settlement	ASX Settlement pty Ltd ACN 008 504 532.
ASX Settlement	the operating rules of the settlement facility provided by ASX Settlement as amended from time to time.
Operating Rules
the Company	Tag pacifc Limited ABN 73 009 485 625.
Corporations Act	Corporations Act 2001 of the Commonwealth of Australia.
Directors	the directors of the Company.
Eligible Shareholder	a Shareholder who holds Shares at 7:00pm on the Record Date who is not an Ineligible Shareholder.
Entitlement	the right of a holder of Shares to be issued Options under this prospectus.
Existing Unquoted Options	the 1,345,000 options to acquire Shares in the Company that are referred to in Section 3 of this prospectus.
GST	GST as defned in the A New Tax System (Goods and Services Tax) Act 1999 of the Commonwealth of Australia.
Ineligible Shareholder	a Shareholder with an address in the Company register of Shareholders outside Australia and New Zealand,
	unless the Company is satisfed that it is not precluded from lawfully issuing Options to that Shareholder either
	unconditionally or after compliance with conditions which the Directors in its sole discretion regards as acceptable
	and not unduly onerous.
Integration Proposal	the proposal for a wholly owned subsidiary of the Company to acquire all of the shares in Mpower Group
	pty Limited that it does not already own in exchange for the issue of Shares in the Company.
Issue	the issue of Options to be made pursuant to this prospectus.
Listing Rules	the offcial listing rules of ASX.
Options	the options to be issued by the Company pursuant to this prospectus, each option being an option to
	subscribe for one Share exercisable at 20 cents each on or before 4 October 2017.
Privacy Act	privacy Act 1988 (Cth) (as amended).
Prospectus	this prospectus dated 17 September 2012.
Record Date	7:00pm Sydney time on 26 September 2012.
Resolution	the resolution considered by Shareholders at the meeting of Shareholders held on 14 September 2012 to approve
	the issue of up to 22,939,447 Shares as part of the Integration proposal.
Shareholders	the holders of Shares as at 7:00pm on the Record Date.
Shares	fully paid ordinary shares in the capital of the Company.

pROSpECTuS

Corporate directory

Corporate directory

Directors & Company Secretary

Peter Wise

(Executive Chairman)

Nathan Wise

(Managing Director, Chief Executive Officer)

Gary Cohen

(Non-executive director)

Robert Constable

(Non-executive director)

Robert Moran (Non-executive director)

Richard Peterson

(Non-executive director)

Gary Weiss (Non-executive director) Darrell Godin (Company secretary)

Registered Office

Level 30

133 Castlereagh Street Sydney NSW 2000 Australia

phone +61 2 8275 6000 Fax +61 2 8275 6060

Website

www.tagpac.com

Solicitor

Landerer & Company Level 31 133 Castlereagh Street Sydney NSW 2000 Australia

Share registry

Computershare Investor Services pty Limited Level 3 60 Carrington Street Sydney NSW 2000 Australia

phone 1300 850 505 (from within Australia) +61 3 9415 4000 (from outside) Fax + 61 3 9473 2500

TAG pACIFIC LIMITED

tagpac.com

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

TAG PACIFIC LIMITED

ABN

73 009 485 625

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)	Quoted options

	Up to 10,097,233 options to be issued

	New quoted options exercisable at 20 cents each and expiring 4 October 2017 to be issued pro- rata to existing shareholders at the record date.

See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

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) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1	No. New class of security. Any shares issued as a result of exercise of the options will, from the date of their allotment, rank equally with the then existing fully paid shares.

	Bonus options to be issued for no consideration.

	Loyalty bonus issue. Any moneys raised from exercise of the options will be used by the Company to further its investment program and to meet other ongoing working capital requirements.

	No.

See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

Appendix 3B New issue announcement

6d Number of[+] securities issued with security holder approval under rule 7.1A 6e Number of[+] securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering +securities 4 October 2012 into uncertificated holdings or despatch of certificates Number + Class 8 Number and +class of all 70,680,636 Ordinary shares +securities quoted on ASX ( including the securities in Up to 10,097,233 Options exercisable at section 2 if applicable) 20 cents and expiring 4 October 2017

See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

Appendix 3B New issue announcement

Number +Class 9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable) 1,345,000 Unlisted options 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) N/A art 2 - Bonus issue or pro rata issue 11 Is security holder approval required? No 12 Is the issue renounceable or non- renounceable? Non-renounceable 13 Ratio in which the+securities will be offered One new option for every seven ordinary fully paid shares held at the record date. 14 +Class of+securities to which the offer relates Quoted options to be issued to holders of ordinaryfully paid shares. 15 +Record date to determine entitlements 26 September 2012 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? No 17 Policy for deciding entitlements in relation to fractions Fraction entitlements to options will be rounded down to the nearest whole option. 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. Issue documents will not be sent to shareholders with registered addresses outside of Australia and New Zealand. 19 Closing date for receipt of acceptances or renunciations Not applicable	Number	+Class
	1,345,000	Unlisted options

	N/A
	No

	Non-renounceable

	One new option for every seven ordinary fully paid shares held at the record date.
	Quoted options to be issued to holders of ordinaryfully paid shares. 26 September 2012
	No
	Fraction entitlements to options will be rounded down to the nearest whole option. Issue documents will not be sent to shareholders with registered addresses outside of Australia and New Zealand.
	Not applicable

Part 2 - Bonus issue or pro rata issue

See chapter 19 for defined terms.

Appendix 3B Page 4

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?	Not underwritten

	Not applicable

	There is no broker to the issue.

	Not applicable

	Nil

	Not applicable

	4 October 2012

	17 September 2012

	Not applicable. Issue is non-renounceable.

	Not applicable. Issue is non-renounceable.

	Not applicable. Issue is non-renounceable.

	Not applicable. Issue is non-renounceable.

See chapter 19 for defined terms.

Appendix 3B Page 5

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Appendix 3B New issue announcement

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

Not applicable. Issue is non-renounceable.

33 +Despatch date

4 October 2012

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

To be advised after allotment

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

To be advised after allotment

37 A copy of any trust deed for the additional[+] securities

Not applicable

See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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)

Number +Class

42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

See chapter 19 for defined terms.

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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: 17 / 09 / 2012 (Company secretary)

Print name: Darrell Godin

See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

Part 1 Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue

Add the following:

Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2
Number of fully paid ordinary securities issued in that 12 month period with shareholder approval
Number of partly paid ordinary securities that became fully paid in that 12 month period

Note:

Include only ordinary securities here – other classes of equity securities cannot be added
Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed
It may be useful to set out issues of securities on different dates as separate line items
Subtract the number of fully paid ordinary securities cancelled during that 12 month period “A”

See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

*Step 2: Calculate 15% of “A”*	*Step 2: Calculate 15% of “A”*
“B”	0.15 [Note: this value cannot be changed]
*Multiply*“A” by 0.15
*Step 3: Calculate “C”, the amount of placement capacity under rule 7.1* *that has already been used*
*Insertnumber of equity securities issued or agreed to be issued in that 12 month period not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 _Note: • This applies to equity securities, unless* specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items
“C”
*Step 4: Subtract “C” from [“A” x “B”] to calculate remaining* *placement capacity under rule 7.1*
“A” x 0.15 Note: number must be same as shown in Step 2
*Subtract“C” Note: number must be same as shown in* Step 3
*Total*[“A” x 0.15] – “C”	[Note: this is the remaining placement capacity under rule 7.1]

See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated “A” Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items “E”

See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A

See chapter 19 for defined terms.

Appendix 3B Page 12

01/08/2012

17 September 2012

Dear Overseas Shareholder

NON-RENOUNCEABLE PRO RATA BONUS ISSUE OF OPTIONS

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The directors of Tag Pacific Limited advise that they have today lodged a Prospectus with the Australian Securities and Investments Commission for a nonrenounceable pro rata bonus issue of approximately 10,097,233 Options.

Shareholders registered with Australian or New Zealand addresses will receive an entitlement to the bonus issue on the basis of 1 Option for each 7 ordinary shares registered in their name at 7.00 pm on 26 September 2012.

Each Option to be issued will entitle the holder to subscribe for 1 fully paid share in the Company at 20 cents per share any time until expiry of the Option on 4 October 2017.

The directors have decided that it is unreasonable to extend the offer to shareholders with addresses outside of Australia and New Zealand having regard to:

the small number of shareholders with overseas addresses;
the fact that those shareholders hold a relatively small number of shares in aggregate which would involve a relatively small entitlement to the issue in both number and value; and
the cost of complying with legal requirements and the requirements of the regulatory authorities in each of the relevant countries.

If you wish to participate in the bonus issue it will be necessary for you to transfer your shares to a nominee with an Australian or New Zealand address by 26 September 2012 which is the Record Date for the Issue, provided that does not breach any law in your country.

For and on behalf of the directors of Tag Pacific Limited

==> picture [61 x 47] intentionally omitted <==

Darrell Godin Secretary

17 September 2012

Dear Option Holder

NON-RENOUNCEABLE PRO RATA BONUS ISSUE OF OPTIONS

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Notice is hereby given to you in your capacity as a holder of options (" Your Existing Options ") to acquire ordinary shares in Tag Pacific Limited (" Tag ") that Tag is proposing to make a pro rata bonus issue of options to acquire ordinary shares in Tag to shareholders in Tag on the basis of issuing one option for every seven ordinary class shares held in Tag as at 7.00 pm on 26 September 2012.

If you wish to be entitled to participate in the proposed pro rata bonus issue of options in respect of Your Existing Options, then you must exercise Your Existing Options prior to the record date of 7.00 pm on 26 September 2012.

For and on behalf of the directors of Tag Pacific Limited

==> picture [61 x 48] intentionally omitted <==

Darrell Godin Secretary

AI assistant

MPR AUSTRALIA LIMITED — Capital/Financing Update 2012

65367_rns_2012-09-16_35aad333-0134-47c3-a769-2c2800d92ba8.pdf

LOYALTY BONUS ISSUE TO SHAREHOLDERS

TAG PACIFIC LIMITED

Prospectus

As a shareholder you do not need to take any action in relation to this prospectus

Summary of important dates

20 September 2012

26 September 2012

4 October 2012

Contents

18

Important notice

Restrictions on the distribution of this Prospectus

New Zealand Notice

Risk factors

Disclaimer

Forward looking statements

Definitions

Privacy

THIS PROSPECTUS IS IMPORTANT AND SHOULD BE READ IN ITS ENTIRETY.

Electronic copy of the Prospectus

Chairman’s letter

Loyalty bonus issue

Details of the Issue

2.1 The Issue

2.2 Purpose of the Issue

2.3 Eligible Shareholders

2.4 Action required by Shareholders

2.5 Allotment of the Options

2.6 Non-renounceable nature

2.7 ASX quotation

2.8 Taxation implications

2.9 Enquiries

Effect of the Issue on the Company

3.1 Capital structure

3.2 Details of substantial holders

3.4 Effect on control of Company

3.4 Pro-forma statement of financial position

Statement of Financial Position

Risk factors

4.1 Introduction

4.2 Risks specific to the Company

Government regulation

Material Contracts

Competition

Risk of Product Liability

Operating risks

Production risks

Contractual arrangements

Key relationship breakdowns

Manufacturing and quality risk

Reliance on Key Personnel

Currency risk

Refinancing loan facilities

4.3 General risk factors

Litigation risk

Market conditions

4.4 Speculative Nature of Investment

Economic conditions

Additional Capital Requirements

Additional information

5.1 Rights and liabilities attaching to the Options

Entitlement to Shares

Exercise period and expiry date

Exercise price

Notice of exercise of Options

Shares issued on exercise of Options

Quotation of Options and Shares on exercise

Participation rights

Bonus issues

Participation in new issues

Reconstruction of capital

5.2 Rights and liabilities attaching to the Shares

Voting

Beneficial ownership of Shares

Meetings of the Company’s members

Dividend rights

Winding-up

MPR AUSTRALIA LIMITED Capital/Financing Update 2012