TZ LIMITED — Capital/Financing Update 2010

Mar 18, 2010

TZ Limited ABN 26 073 979 272

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19 March 2010

Lodged by ASX Online

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

Dear Sir/Madam

CONVERTIBLE NOTE ISSUE

TZ Limited (the " Company ") refers to its announcements on 16 July 2009 and 13 October 2009 with respect to the convertible note subscription deed (the " Convertible Note Deed ") between the Company, TZ Resurgence Nominees Pty Ltd, QVT Fund LP and Quintessence Fund L.P. (collectively, “QVT” ) and Sydcomp Pty Limited ( “Sydcomp” ).

Under the terms of the Convertible Note Deed, the Company has issued a further 715,000 convertible notes (" Convertible Notes ") to Sydcomp today.

An Appendix 3B is attached in respect of the 715,000 additional Convertible Notes issued by the Company today.

Application for reinstatement of the Company’s securities to quotation

The Company’s shares have been suspended from quotation at the Company’s request since late June 2009. In light of the fact that the workout plan with QVT has now been successfully implemented, the Company advises that it intends to submit a request to the ASX on Monday, 22 March 2010 seeking reinstatement of the Company’s securities to quotation. The ASX has discretion under ASX Listing Rule 17.7 to reinstate an entity’s securities to quotation at any time and accordingly the Company cannot currently confirm if and when its securities will be reinstated to quotation.

Yours faithfully, TZ LIMITED

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Kenneth Ting Director

Chicago (Operational Headquarters) 520 West Erie Street, Suite 210 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

Appendix
3B New
issue
announcement

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)	ConvertibleNotes
	715,000convertiblenotesissuedon19 March2010
	• Theconvertiblenotesbearinterestat 10% per annum. Subject to any requiredshareholderapprovalbeing obtained, conversion of each convertiblenoteintoordinaryshares occurs at a conversation rate per shareequaltothelowerof$1.00and thepriceatwhichanynewordinary shares may be issued by the Company after 15July 2009 and prior to conversion. The date at which convertible notes may be converted into ordinary shares is 15July2010.

+
See
chapter
19
for
defined
terms.

24/10/2005Appendix

3B

1

Page

Appendix
3B New
issue
announcement

4 Do
the[+] securities
rank
equally
in all respects from the date of allotment
 with
 an
 existing[+] class Not
applicable 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 $1.00
per
convertible
note 6 Purpose
of
the
issue (If
issued
as
consideration
for
the To
provide
additional
working
capital
for acquisition of assets, clearly the
Company. identify
those
assets) 7 Dates
of
entering[+] securities
into 19
March
2010 uncertificated holdings or despatch
of
certificates Number +Class 8 Number and +class of all +securities quoted on ASX 50,729,325 Ordinary
 fully
 paid ( including the securities in shares clause
2
if
applicable)

+
See
chapter
19
for
defined
terms.

Appendix
3B
Page
2

24/10/2005

Appendix
3B New
issue
announcement

Number +Class 9 Number and +class of all +securities not quoted on ASX (including the securities in clause2ifapplicable) 200,000 Directoroptions exercisableat$3.75 200,000 Directoroptions exercisableat$5.00 600,000 Optionsexercisable at$3.75 300,000 CEOoptions exercisableat$3.00 300,000 CEOoptions exercisableat$3.75 100,000 Optionsexercisable at$3.75andexpiring on18January2011 195,000 Optionsexercisable at$3.75andexpiring on19January2011 149,000 Optionsexercisable at$3.00andexpiring on20January2011 3,000,000 CBOptions exercisableat$4.00 andexpiringon 19February2013 24,000 Convertiblenotesat anissuepriceof $1,000per convertiblenote 1,000,000 Optionsexercisable at$0.75andexpiring on15June2010	Number	+Class
	200,000	Directoroptions exercisableat$3.75

+
See
chapter
19
for
defined
terms.

1/1/2003

Appendix
3B

Page
3

Appendix
3B New
issue
announcement

4,576,000 150,000	Convertible Notes at an issue price of $1.00perconvertible note Options exercisable at $1.00 expiring on thedatewhichisone year after the first date on which trading in the Company’s shares is permitted on the ASX.

10 Dividend
policy
(in
the
case
of
a Not
applicable trust,
distribution
policy)
on
the increased
capital
(interests)

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 16 Will
holdings
on
different
registers N/A (or
subregisters)
be
aggregated
for calculating
entitlements? 17 Policy
 for
 deciding
 entitlements
 in N/A relation
to
fractions

+
See
chapter
19
for
defined
terms.

Appendix
3B
Page
4

1/1/2003

Appendix
3B New
issue
announcement

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) 29 Date rights trading will end (if applicable) 30 Howdo+securityholdersselltheir	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.

1/1/2003

Appendix
3B

Page
5

Appendix
3B New
issue
announcement

entitlements in full through a broker? 31 How
do[+] security
holders
sell part N/A of their entitlements through a broker
and
accept
for
the
balance? 32 How
 do[+] security
 holders
 dispose N/A of their entitlements (except by sale
through
a
broker)? 33 +Despatch
date N/A

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

Appendix
3B New
issue
announcement

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 now Example:
In
the
case
of
restricted
securities,
end of
restriction
period (if issued upon conversion of another security, clearly identify that
other
security)

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)

+
See
chapter
19
for
defined
terms.

1/1/2003

Appendix
3B

Page
7

Appendix
3B New
issue
announcement

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