TZ LIMITED — Capital/Financing Update 2010

Jun 29, 2010

TZ Limited ABN 26 073 979 272

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30 June 2010

Lodged by ASX Online

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

Dear Sir/Madam

APPENDIX 3B

TZ Limited (the "Company" ) refers to its announcement on 28 June 2010 and advises that it has today agreed to issue ordinary fully paid shares ( “Shares” ) by way of private placement to raise $200,000 to assist in meeting the Company’s working capital requirements for the period until the Company is able to satisfy the conditions for drawdown under the proposed loan from QVT Fund LP and Quintessence Fund L.P. referred to in the 28 June 2010 announcement.

As part of that agreement, the Company has today issued 119,048 Shares in the Company at an issue price of $0.42 per Share for a total issue price of $50,000. Under the terms of the agreement, the balance of $150,000 is due to be paid to the Company on or before 1 July 2010 and an additional 357,144 Shares will be issued upon receipt of those funds by the Company.

The Shares are subject to a voluntary escrow arrangement expiring on the date that a prospectus is lodged with ASIC by the Company in accordance with s708A(11) of the Corporations Act (Cth) 2001.

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

Yours faithfully, TZ LIMITED

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Mark Bouris Chairman

Chicago (Operational Headquarters) 520 West Erie Street, Suite 100 Chicago, IL 60654 United States

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

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 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
	476,192
	Sametermsasexistingordinaryshares.

4 Do
the[+] securities
rank
equally
in Yes all respects from the date of allotment
 with
 an
 existing[+] class of
quoted[+] securities? If
 the
 additional
 securities
 do
 not N
/
A 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 $0.42
per
share 6 Purpose
of
the
issue To
provide
additional
working
capital
for (If
issued
as
consideration
for
the the
Company. acquisition of assets, clearly identify
those
assets) 7 Dates
of
entering[+] securities
into 119,048
shares
on
30

June
2010 uncertificated holdings or despatch
of
certificates 357,144
shares
on
1
July
2010 Number +Class 8 Number and +class of all +securities quoted on ASX 63,205,517 Ordinary
 fully
 paid ( including the securities in shares clause
2
if
applicable) Number +Class 9 Number and +class of all 200,000 Director
options +securities not quoted on ASX exercisable
at
$3.75 ( including the securities in clause
2
if
applicable) 200,000 Director
options exercisable
at
$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 5,241,000 150,000

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 Convertible Notes at an issue price of $1.00perconvertible note Options exercisable at $1.00 expiring on 29March2011.

• 10 Dividend
policy
(in
the
case
of
a trust,
distribution
policy)
on
the increased
capital
(interests)

Shares
rank
pari
passu
with
all
existing
fully paid
ordinary
shares.

Part
2
­

Bonus
issue
or
pro
rata
issue

• 11 Is security holder approval N/A required?

• 12 Is
 the
 issue
 renounceable
 or
 non‐ renounceable?

N/A

13 Ratio in which the +securities will beoffered 14 +Class of +securities to which the offerrelates 15 +Record date to determine entitlements 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	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

+
See
chapter
19
for
defined
terms.

Appendix
3B
Page
4

1/1/2003

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) 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
	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	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

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 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: Director/Company
secretary

Print
name:

==
==
==
==
==

+
See
chapter
19
for
defined
terms.

Appendix
3B
Page
8

1/1/2003