TZ LIMITED — Capital/Financing Update 2010

Nov 25, 2010

TZ Limited ABN 26 073 979 272

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26 November 2010

Lodged by ASX Online

The Manager Company Announcements Office ASX Ltd. Level 4, 20 Bridge Street Sydney, NSW 2000

Dear Sir/Madam

CONVERSION OF CONVERTIBLE NOTES

TZ Limited ( "TZL" ) advises that 732,500 convertible notes previously held by Sydcomp Pty Limited ( "Sydcomp" ) have been converted into 2,048,431 ordinary fully paid shares (the "Shares" ) at the conversion price 39.13 cents per Share in accordance with resolutions 8 and 9 passed by TZL's shareholders at TZL's Annual General Meeting held on 17 November 2010.

TZL advises that it has redeemed a further 231,923 convertible notes held by Sydcomp. The remaining 268,077 convertible notes held by Sydcomp will be redeemed by TZL on or before 29 November 2010.

An Appendix 3B is enclosed in respect of the issue of the Shares and reflecting the above conversion and redemption of the convertible notes.

TZ LIMITED

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Kenneth Ting Executive Director and Company Secretary

Sydney (Registered Office) Level 11, 1 Chifley Square Sydney, NSW 2000 Australia

Chicago (Operational Headquarters) 520 West Erie Street, Suite 210 Chicago, IL 60654 United States

ASX: TZL Web: www.tz.net Email: info@tz.net

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

TZ LIMITED ABN 26 073 979 272

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)	Ordinary Shares
	2,048,431
	Same terms as existing ordinary shares.

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)	Yes Not applicable
	39.13 cents per share
	As the result of the conversion of 732,500 convertible notes

7 Dates of entering[+] securities into uncertificated holdings or despatch 25 November 2010 of certificates Number +Class 8 Number and +class of all +securities quoted on ASX 114,321,656 Ordinary fully paid ( including the securities in clause 2 shares (including the if applicable) 28,068,306 shares under the proposed rights issue). Number +Class 9 Number and +class of all 100,000 Options exercisable at +securities not quoted on ASX $3.75 and expiring on ( including the securities in clause 2 18 January 2011 if applicable)

• See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

195,000 149,000 452,375 180,000 75,000 116,666 1,045,000 3,000,000 13,714

Options exercisable at $3.75 and expiring on 19 January 2011 Options exercisable at $3.00 and expiring on 20 January 2011 Options exercisable at $6,00 and expiring on 31 December 2010 Options exercisable at $6.00 and expiring on 30 January 2011 Options exercisable at $6.00 and expiring on 7 Feb 2011 Options exercisable at $6.00 and expiring on 25 August 2011 Options exercisable at $2.50 and expiring on 24 October 2011. CB Options exercisable at $4.00 and expiring on 19 February 2013 Convertible notes at an issue price of $1,000 per convertible note

268,077 150,000 1,400,000 1,750,000 1,750,000 1,750,000	Convertible Notes at an issue price of $1.00 per convertible note Options exercisable at $1.00 expiring on 29 March 2011. Rights under the Company’s Director and Executive Equity Plan Directors options exercisable at $1.00 and expiring on 30 June 2016. Directors options exercisable at $2.00 and expiring on 30 June 2017. Directors options exercisable at $3.00 and expiring on 30 June 2018.

10 Dividend policy (in the case of a Same terms as existing ordinary shares. trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on+security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable)	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell_part_of their entitlements through a broker and accept for the balance? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a) Securities described in Part 1 (b) All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35		If the+securities are+equity securities, the names of the 20 largest holders of the additional+securities, and the number and percentage of additional+securities held by
		those holders
36		If the+securities are+equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories
		1 - 1,000
		1,001 - 5,000
		5,001 - 10,000
		10,001 - 100,000
		100,001 and over

• See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

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

Entities that have ticked box 34(b)

• 38 Number of securities for which Not applicable +quotation is sought

• 39 Class of +securities for which Not applicable quotation is sought

• 40 Do the[+] securities rank equally in all Not applicable 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 Not applicable 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 Not applicable quoted on ASX ( including the securities in clause 38)

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.

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Sign here: ............................................................ Date: 26 November 2010 Director/Company secretary

Print name: Kenneth Ting

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• • See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003