ORION EQUITIES LIMITED — Capital/Financing Update 2004

Jun 16, 2004

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.

Name of entity

CENTRAL EXCHANGE LIMITED

ABN

77 000 742 843

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).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be issued

Ordinary

• $\mathcal{D}$ 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 securities. ⁺convertible the conversion price and dates for conversion)

Up to 4,094,035 Ordinary Fully Paid Shares if maximum subscriptions are received from eligible shareholders

Same terms as for existing Ordinary Fully Paid Shares on issue

⁺ See chapter 19 for defined terms.

$\overline{A}$ 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
• $\mathcal{S}$ Issue price or consideration
• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

Yes

\$0.90 per share

The issue is made pursuant to a Prospectus dated 11 June 2004 offering each Central Exchange Limited shareholder at the Record Date of 5:00pm (WST) on 11 June 2004 (Eligible Shareholder) an entitlement to subscribe for up to 5,555 shares at an Issue Price of \$0.90 per share. Each such Shareholder will therefore be entitled to subscribe for shares under the Offer to the Application Limit of \$4,999.50 or 5,555 shares.

If all Eligible Shareholders subscribe for their Application Limit under the Offer, the Company will raise approximately \$3,664,632 (net of expenses of the Offer of up to an estimated \$20,000) from the issue of 4,094,035 shares.

The proceeds of the Offer will be used:

• To meet the expenses of the Offer: ٠
• To provide additional working capital, $\bullet$ including for investment opportunities that meet the Company's Investment Objectives and Strategies as set out in Section 2 of the Prospectus.

⁺ See chapter 19 for defined terms.

$\overline{7}$ Dates of entering "securities into Within 2 Business Days after the Closing uncertificated holdings or despatch Date of the Prospectus (expected to be of certificates 5:00pm (WST) on 28 June 2004)

Number

None

$\overline{8}$ Number and ⁺class of all quoted on ASX *securities (including the securities in clause 2 if applicable)

Number	$^{\ast}$ Class
Up to 21,092,561	Ordinary Fully Paid Shares
This comprises existing 16,998,526 shares plus up to 4,094,035 shares to be issued	(post 2:1 share conversion on 11 June 2004)

The final number of shares to be quoted will depend on the final number of shares subscribed for under the Prospectus.

$+C$ lass

$N/A$

under the Prospectus.

• $\overline{9}$ Number and ⁺class of all *securities not quoted on ASX (including the securities in clause 2 if applicable)
• $10¹⁰$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Same policy as for current Ordinary Fully Paid Shares on issue

Part 2 - Bonus issue or pro rata issue

11	holder approval security Is. required?	N/A
$12^{\circ}$	Is the issue renounceable or non- $N/A$ renounceable?
13	Ratio in which the "securities will $N/A$ be offered
14	Class of securities to which the offer relates	l N/A
15	determine $\vert N/A \vert$ *Record date to entitlements
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	N/A

$+$ See chapter 19 for defined terms.

17	Policy for deciding entitlements in relation to fractions	N/A
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.	N/A
19	Closing οf date for receipt acceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of + security holders	N/A
25.	If the issue is contingent on "security holders" approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	N/A
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	N/A
28	Date rights trading will begin (if applicable)	N/A
29.	Date rights trading will end (if applicable)	N/A
30	How do *security holders sell their entitlements in full through a broker?	N/A

⁺ See chapter 19 for defined terms.

31	How do *security holders sell part $N/A$ of their entitlements through a broker and accept for the balance?
32	How do *security holders dispose $N/A$ of their entitlements (except by sale through a broker)?
33	*Despatch date

Part 3 - Ouotation 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
• 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

$(b)$

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 provided after the completion of the Prospectus and allotment and issue of shares subscribed for under the same

If the "securities are "equity securities, a distribution schedule of the additional 36 *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 provided after the completion of the Prospectus and allotment and issue of shares subscribed for under the same

37

A copy of any trust deed for the additional *securities

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38	Number of securities for which * quotation is sought	N/A
39.	for which Class of "securities quotation is sought	N/A
40	Do the securities rank equally in all respects from the date of allotment with an existing "class of quoted securities?	N/A
	If the additional securities do not rank equally, please state: the date from which they do ٠ the extent to which they $\bullet$ participate for the next dividend, the case of (in- a trust. distribution) or interest payment the extent to which they do not ۰ rank equally, other than in relation to the next dividend, distribution or interest payment
41	Reason for request for quotation now	N/A
	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)	N/A	N/A

⁺ See chapter 19 for defined terms.

Ouotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbf{1}$ quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• $\bullet$ The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those *securities should not be granted *quotation.
• An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the *securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.
• $\overline{\mathbf{3}}$ 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.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before *quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

...................................... (Company Secretary)

Print name:

---

VICTOR HO

⁺ See chapter 19 for defined terms.