TPC CONSOLIDATED LIMITED — Capital/Financing Update 2012

Dec 16, 2012

ASX Release

==> picture [154 x 49] intentionally omitted <==

Resolution of issues relating to goTalk acquisition

• In December 2011, Tel.Pacific acquired the goTalk business from its shareholders

• Amongst other obligations, Tel.Pacific was obliged to assist goTalk sell a residual part of that business, for the benefit of the previous goTalk shareholders

• Tel.Pacific has since identified a number of potential claims arising from the original sale arrangements

• Tel.Pacific has now entered into an agreement to sell the assets of the goTalk wholesale business, as required under the initial transaction

• Tel.Pacific and a number of goTalk shareholders (including the key former executives) have agreed – without any admission of liability - a settlement of all outstanding claims in relation to these matters

• Outstanding Vendor Notes will be reduced by $1.275m

• All Tel.Pacific shares held by those parties will be cancelled

• All claims released, and no withholding against future payments for those shareholders (including the distribution of their share of $1m from the asset sale proceeds)

• Offer remains open for other goTalk shareholders, until 28 February 2013

17 December 2012 : The Board of Tel.Pacific Limited (ASX:TPC) today advised that it had reached a settlement with certain of the previous goTalk shareholders (including the key former executives) of all outstanding issues associated with the acquisition of the goTalk business in December 2011, and the sale of the residual wholesale part of that business on 14 December 2012.

Settlement Agreement

The settlement is a pragmatic solution to a complex arrangement, and was agreed without any admission of liability by either party.

The settlement agreement provides that certain previous goTalk shareholders will reduce their outstanding Vendor Note balance by a total of $1.275m. In addition, those parties signing on to the settlement agreement have agreed that all Tel.Pacific shares held by them will be cancelled (up to a maximum of approximately 15% of the Company’s issued capital).

The Company proposes to call a general meeting to seek approval for the cancellation as soon as practical, and will provide all relevant information at that time for shareholders’ consideration.

Tel.Pacific has agreed to release the previous goTalk shareholders who have signed on to the settlement agreement from all claims arising from the acquisition of the goTalk business and from the sale of the residual goTalk wholesale business.

In addition, the Company will not seek to withhold any payments due to those parties in connection with outstanding Notes or the asset sale proceeds, despite any other right to do so.

==> picture [154 x 48] intentionally omitted <==

Previous goTalk shareholders who have not signed the settlement agreement

Tel.Pacific’s claims against any previous goTalk shareholder that has not yet signed the settlement agreement remain on foot.

However, the Company will not pursue any such claim until after 28 February 2013. This will give each of those shareholders the opportunity to sign on to the settlement agreement if they wish.

Pending any shareholder entering into the settlement agreement with the Company, Tel.Pacific intends to withhold any payments due in respect of both Note payments and proceeds from the sale of the residual wholesale business, given the outstanding claims and warranty obligations.

For each previous goTalk shareholder that subsequently signs on to the settlement agreement, Tel.Pacific will release them from all further claims, and cease withholding of any payments due to them, in consideration for their agreement to cancel their Tel.Pacific shares.

Sale of residual goTalk wholesale business

After the close of trading on 14 December 2012, Tel.Pacific entered into an agreement for the sale of the assets of the residual goTalk wholesale business – reflecting its obligation set out in the original acquisition agreement of December 2011.

The proceeds of that sale (some $1.4m, payable on completion once certain conditions precedent have been met), less certain transaction costs and the like, will be distributed to previous goTalk shareholders, as outlined in the original acquisition agreement.

Tel.Pacific has agreed with those parties signing on to the settlement agreement the distribution of proceeds in respect of the wholesale business, and anticipates that it will retain up to $400k of those proceeds.

For more information please contact:

Charles Huang, CEO Tel.Pacific +61 (2) 8448 0663 www.telpacific.com.au

About Tel.Pacific

Established in 1996, Tel.Pacific is a significant participant in the Australian communications market. The Company’s core business centres around the provision of pre-paid telephony products and services through extensive distribution networks.

Since its establishment Tel.Pacific has experienced strong and sustained revenue growth. Tel.Pacific sees continued growth opportunity in its pre-paid calling card business and intends to further expand its business activities in this area as part of its long-term growth strategy.

Tel.Pacific’s core product line comprises more than 30 brands of low cost pre-paid calling cards mainly used for international telephone calls to over 230 countries and regions. The Company’s portfolio includes the well known Hello, Joy and GPS brands.

Tel.Pacific Limited

Media Release

2