TZ LIMITED — Capital/Financing Update 2010

Jun 27, 2010

TZ Limited ABN 26 073 979 272

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28 June 2010

Lodged by ASX Online

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

Dear Sir/Madam

LOAN FACILITY, CONVERSION OF CONVERTIBLE NOTES AND PROPOSED SHARE PLACEMENT

Loan Facility

TZ Limited (the "Company" ) is pleased to announce that it has successfully negotiated a secured loan facility ( “Loan Facility” ) with QVT Fund LP and Quintessence Funds L.P. (the “QVT Funds” ) pursuant to which the QVT Funds have agreed to lend $4,100,000 to the Company, subject to signing formal documentation.

The borrowed funds are to be used in paying ongoing working capital expenses, to expand the Company’s current operations and to fund new business initiatives related to the existing lines of business of the Company and its subsidiaries.

The Loan Facility will be subject to an interest rate of 10% per annum. Interest is payable annually in arrears with the first payment due 31 December 2010. The Loan Facility is repayable on 19 February 2013.

The Loan Facility will be secured by a first ranking charge (the “Charge” ) over all of the assets of the Company (other than the Company’s shares in its subsidiaries Product Development Technologies Inc. and PDT Holdings, Inc.).

The Loan Facility is conditional upon the Company and the QVT Funds executing a formal loan agreement and the Charge.

Agreed Conversion of Convertible Notes

The Company also announces that it has today entered into an agreement with Sydcomp Pty Limited (“ Sydcomp ”) whereby Sydcomp has agreed to convert 4,741,000 of its convertible notes ( “Convertible Notes” ) which have been issued to Sydcomp over the period from 16 July 2009 to 24 March 2010 into ordinary

Chicago (Operational Headquarters) ASX: TZL 520 West Erie Street, Suite 100 Web: www.tz.net Chicago, IL 60654 United States Email: info@tz.net

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

ASX Announcement

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shares in the Company ( “Shares” ). The face value of these Convertible Notes ($4,741,000) and all interest that has accrued on the Convertible Notes since their respective dates of issue (and all interest that continues to accrue until the date of their conversion) will be converted into Shares at the conversion price set out below.

The total number of Convertible Notes currently held by Sydcomp is 5,241,000 Convertible Notes. The Company has also agreed with Sydcomp to redeem the 500,000 Convertible Notes which have not been agreed to be converted into Shares, on the basis that the redemption proceeds are to be paid to Sydcomp on 13 October 2010. The redemption amount payable will be the $500,000 face value plus all interest that has accrued on the 500,000 Convertible Notes since their respective dates of issue (and all interest that continues to accrue until the date of redemption on 13 October 2010).

The conversion of the 4,741,000 Convertible Notes is to take place on 15 July 2010 unless the conversion price is to be the amended conversion price in paragraph (a) below, in which case the conversion will take place once and if any necessary shareholder approvals are obtained at the Company’s next annual general meeting expected to be held in November 2010.

Under the existing Sydcomp convertible note deed as announced to ASX on 16 July 2010, the Convertible Notes are convertible into that number of Shares equal to the face value of the Convertible Notes plus all outstanding interest divided by a price (“ Conversion Price ”) equal to the lower of:

• (a) $1.00;

• (b) if the Company issues any Shares after 15 July 2009 but prior to conversion and the issue price is less than $1.00, the price at which such Shares were issued; and

• (c) in the event of more than one issue referred to in paragraph (b) occurring, the lowest issue price at which Shares were issued.

Subject to all necessary shareholder approvals being obtained, the Company has agreed with Sydcomp to amend the $1.00 figure in paragraph (a) of the above Conversion Price formula to a price calculated as follows:

• “(a) one half of the aggregate of:

• (i) 85% of the volume weighted average price ( “VWAP” ) of the Company’s Shares traded on ASX during the 15 day period prior to 28 June 2010; and

• (ii) 85% of the VWAP of the Company’s Shares traded on ASX during the 15 day period commencing on and including 28 June 2010,

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ASX Announcement

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provided that if one half of the aggregate of the prices referred to in paragraphs (i) and (ii) exceeds 85 cents then the price calculated under the revised paragraph (a) shall be deemed to be 85 cents.”

The amended Conversion Price in paragraph (a) will only be relevant and apply if at 15 July 2010 it is less than the Conversion Price determined under paragraphs (b) and (c) of the original Conversion Price formula.

If the Conversion Price to be calculated under the amended paragraph (a) of the Conversion Price formula is, at 15 July 2010, less than the Conversion Price determined under paragraphs (b) and (c) from the original convertible note deed then the Convertible Notes will continue to accrue interest until they are converted into Shares at the amended Conversion Price formula after, and if, all necessary shareholder approvals are obtained at the Company’s next annual general meeting.

Proposed Share Placement

The Company advises that it is currently finalising negotiations to raise $200,000 by way of a share placement. Those negotiations are expected to be concluded by Tuesday, 29 June 2010. The funds to be raised will be used to meet the Company’s working capital requirements until such time as the Loan Facility is expected to be drawn down. The Company will make a further announcement regarding the share placement as soon as it has finalized negotiations.

Yours faithfully, TZ LIMITED

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Mark Bouris Chairman

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