TZ LIMITED — Capital/Financing Update 2010

Jul 21, 2010

TZ Limited ABN 26 073 979 272

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22 July 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

The Company refers to its announcement on 15 July 2010 in which the Company advised that 3,918,500 Convertible Notes held by Sydcomp Pty Limited had been converted into Shares and 10,000,924 Shares had been issued.

A further 228,836 Shares have been issued today as a result of Sydcomp Pty Limited electing to convert a further 90,000 convertible Notes at $0.42 per Share.

The total number of remaining Convertible Notes held by Sydcomp following the abovementioned conversion is 1,233,500. Conversion of 732,500 of those Convertible Notes will take place at a Conversion Price of $0.3913 once and if any necessary shareholder approvals are obtained at the 2010 AGM. The remaining 500,000 Convertible Notes are to be redeemed by the Company as previously advised.

An Appendix 3B is attached in respect of the Shares issued by the Company today.

Yours faithfully, TZ LIMITED

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Kenneth ting Secretary

Chicago (Operational Headquarters)

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

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

520 West Erie Street, Suite 100 Chicago, IL 60654 United States

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 beissued 2 Numberof+securitiesissuedorto beissued(ifknown)ormaximum numberwhichmaybeissued 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 anddatesforconversion)	OrdinaryShares
	228,836
	Sametermsasexistingordinaryshares.

4 Dothe +securitiesrankequallyin all respects from the date of allotment with an existing +class ofquoted+securities? If the additional securities do not rankequally,pleasestate: • thedatefromwhichtheydo • the extent to which they participate for the next dividend,(inthecaseofatrust, distribution) or interest payment • theextenttowhichtheydonot rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issuepriceorconsideration 6 Purposeoftheissue (Ifissuedasconsiderationforthe acquisition of assets, clearly identifythoseassets) 7 Datesofentering+securitiesinto uncertificated holdings or despatchofcertificates 8 Number and +class of all +securities quoted on ASX (including the securities in clause2ifapplicable) 9 Number and +class of all +securities not quoted on ASX (including the securities in clause2ifapplicable)	Yes Notapplicable	Yes Notapplicable
	$0.42
	Astheresultoftheconversionof90,000 convertiblenotes.
	22July2010
	Number	+Class
	73,435,277	Ordinary fully paid shares
	Number	+Class
	200,000 200,000	Directoroptions exercisableat$3.75 Directoroptions exercisableat$5.00

+
See
chapter
19
for
defined
terms.

Appendix
3B
Page
2

1/1/2003

600,000 300,000 300,000 100,000 195,000 149,000 3,000,000 13,714	Directoroptions exercisableat$3.75 CEOoptions exercisableat$3.00 CEOoptions exercisableat$3.75 Optionsexercisable at$3.75andexpiring on18January2011 Optionsexercisable at$3.75andexpiring on19January2011 Optionsexercisable at$3.00andexpiring on20January2011 CBOptions exercisableat$4.00 andexpiringon 19February2013 Convertiblenotesat anissuepriceof $1,000per convertiblenote

10 Dividendpolicy(inthecaseofa trust,distributionpolicy)onthe increasedcapital(interests)	1,232,500 150,000 1,400,000 1,750,000 1,750,000 1,750,000	Convertible Notes at an issue price of $1.00perconvertible note Options exercisable at $1.00 expiring on 29March2011. Rights under the Company’s Director andExecutiveEquity Plan Directors options exercisable at $1.00 and expiring on 30 June2016. Directors options exercisable at $2.00 and expiring on 30 June2017. Directors options exercisable at $3.00 and expiring on 30 June2018.
	NA

Part
2
­

Bonus
issue
or
pro
rata
issue

11 Is security holder approval N/A required? 12 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 N/A offer
relates 15 +Record date to determine N/A entitlements

+
See
chapter
19
for
defined
terms.

Appendix
3B
Page
4

1/1/2003

16 Willholdingsondifferentregisters (orsubregisters)beaggregatedfor calculatingentitlements? 17 Policy for deciding entitlements in relationtofractions 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 entitlementsaretobedealtwith. Crossreference:rule7.7. 19 Closing date for receipt of acceptancesorrenunciations 20 Namesofanyunderwriters 21 Amountofanyunderwritingfeeor commission 22 Namesofanybrokerstotheissue 23 Fee or commission payable to the brokertotheissue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalfof+securityholders 25 If the issue is contingent on +security holders’ approval, the dateofthemeeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent topersonsentitled 27 Iftheentityhasissuedoptions,and thetermsentitleoptionholdersto participateonexercise,thedateon whichnoticeswillbesenttooption holders 28 Date rights trading will begin (if applicable)	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

29 Date rights trading will end (if applicable) 30 Howdo+securityholdersselltheir entitlements in full through a broker? 31 Howdo+securityholderssell_part_ of their entitlements through a brokerandacceptforthebalance? 32 How do +security holders dispose of their entitlements (except by salethroughabroker)? 33 +Despatchdate	N/A
	N/A
	N/A
	N/A
	N/A

Part
3
­
Quotation
of
securities

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

34 Typeofsecurities
(tickone) (a) SecuritiesdescribedinPart1
(b) Allothersecurities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,
employeeincentivesharesecuritieswhenrestrictionends,securitiesissuedonexpiryorconversionofconvertible
securities
Entitiesthathavetickedbox34(a)
Additionalsecuritiesforminganewclassofsecurities Ticktoindicateyouareprovidingtheinformationor
documents

35		Ifthe+securitiesare+equitysecurities,thenamesofthe20largestholdersofthe
		additional +securities, and the number and percentage of additional +securities
heldbythoseholders 36 Ifthe +securitiesare +equitysecurities,adistributionscheduleoftheadditional
		+securitiessettingoutthenumberofholdersinthecategories
		1‐1,000
		1,001‐5,000
		5,001‐10,000
		10,001‐100,000
		100,001andover

+
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 N/A +quotation
is
sought 39 Class of +securities for which N/A quotation
is
sought 40 Do
the[+] securities
rank
equally
in N/A 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 N/A 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 N/A +securities 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.

Sign
here: ............................................................






Date:
22
July
2010 Director/Company
secretary

Print
name:

==
==
==
==
==

+
See
chapter
19
for
defined
terms.

Appendix
3B
Page
8

1/1/2003