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TZ LIMITED Capital/Financing Update 2010

Nov 21, 2010

65975_rns_2010-11-21_7b230d06-806f-41ad-bc1c-2e0ad93e5f8b.pdf

Capital/Financing Update

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TZ Limited ABN 26 073 979 272

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22 November 2010

Lodged by ASX Online

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

Dear Sir/Madam

COMPLETION OF SHARE PLACEMENT

TZ Limited ( "TZL" ) confirms that it has today successfully completed the placement of 8,091,446 ordinary fully paid shares (the "Shares" ) at 35 cents per Share announced on 10 November 2010 and has raised $2,832,006.10.

An Appendix 3B is enclosed in respect of the Shares.

For and on behalf of the directors of 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: [email protected]

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
8,091,446
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
35 cents per share
To raise additional working capital to enable the
Company to meet stock requirements and to
hire additional staff.

7 Dates of entering[+] securities into uncertificated holdings or despatch 22 November 2010 of certificates Number +Class 8 Number and +class of all +securities quoted on ASX 112,273,225 Ordinary fully paid ( including the securities in clause shares (including the 2 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 18 January 2011 2 if applicable) 195,000 Options exercisable at $3.75 and expiring on 19 January 2011

  • See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

149,000
452,375
180,000
75,000
116,666
1,045,000
3,000,000
13,714
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
1,232,500
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

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11 Is security holder approval required? Not applicable
12 Is the issue renounceable or non- Not applicable
renounceable?
13 Ratio in which the [+] securities will be Not applicable
offered
14 +Class of +securities to which the Not applicable
offer relates
15 +Record date to determine Not applicable
entitlements
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  • 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)
29
Date rights trading will end (if
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
Not applicable
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

Part 3 - Quotation of securities

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

34 Type of securities ( tick one ) (a) Securities described in Part 1

  • (b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

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

  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

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 now Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

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

Not applicable
Number +Class
Not applicable

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: 22 November 2010 Director/Company secretary

Print name: Kenneth Ting

== == == == ==

    • See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003