TZ LIMITED — Capital/Financing Update 2012

Oct 23, 2012

TZ Limited ABN 26 073 979 272

24 October 2012

Lodged by ASX Online

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

Dear Sir/Madam

APPENDIX 3B

TZ Limited (the " Company ") refers to the Appendix 3B lodged with the ASX on 19 September 2012 advising that it would be issuing 46,118,801 fully paid ordinary shares and 23,059,401 ASX listed options pursuant to the Company's 1 for 3 renounceable rights issue (the " Rights Issue "). The Company advises that in relation to the Rights Issue it has today allotted and issued 46,118,801 fully paid ordinary shares (the " Shares ") and 23,059,311 options (the " Options ") (which, because of rounding, was 90 options less than notified in the Appendix 3B lodged with the ASX on 19 September 2012).

An amended Appendix 3B is attached reflecting the actual number of options allotted and issued in relation to the Rights Issue together with a statement setting out the names of the 20 largest holders of the options as at 24 October 2012 and a distribution schedule of the options setting out the number of holders in each category as required by an Appendix 3B.

The despatch of holding statements for the Shares and Options to those shareholders who participated in the Rights Issue will occur on 25 October 2012.

Yours faithfully, TZ LIMITED

==> picture [156 x 45] intentionally omitted <==

Mark Bouris Chairman

TZ Limited | Level 11, 1Chifley Square, Sydney, NSW 2000 Australia Phone: +612 9222 8890 Fax: +612 8208 9937

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

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)

• See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

Appendix 3B New issue announcement

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)
6a	Is the entity an+eligible entity
	that has obtained security
	holder approval under rule 7.1A?
	If Yes, complete sections 6b – 6h
	in relation to the+securities the
	subject of this Appendix 3B, and
	comply with section 6i
6b	The date the security holder
	resolution under rule 7.1A was
	passed
6c	Number of+securities issued
	without security holder approval
	under rule 7.1

• See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

Appendix 3B New issue announcement

6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering +securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)
	Number	+Class
	184,475,203 23,059,311	Ordinary fully paid shares Options exercisable at $0.14 and expiring on 31 October 2013

• See chapter 19 for defined terms.

Appendix 3B Page 3

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Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	3,000,000 3,000,000 13,714 4,275 1,750,000 1,750,000 1,750,000	CB Options exercisable at $4.00 and expiring on 19 February 2013 Options exercisable at $0.42 and expiring on 19 February 2013 Convertible notes at an issue price of $1,000 per convertible note Secured convertible notes at an issue price of $1,000 per convertible note 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
	Shares rank pari passu with all existing fully paid ordinary shares

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required?

• See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

12	Is the issue renounceable or non-
	renounceable?
13	Ratio in which the+securities
	will be offered
14	+Class of+securities to which the
	offer relates
15	+Record date to determine
	entitlements
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

• See chapter 19 for defined terms.

Appendix 3B Page 5

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Appendix 3B New issue announcement

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
	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

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

• See chapter 19 for defined terms.

Appendix 3B Page 6

01/08/2012

Appendix 3B New issue announcement

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

A schedule is attached setting out the 20 largest holders of the 23,059,311 options

• 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

• A distribution schedule is attached in respect of the 23,059,311 options

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

Not applicable

Entities that have ticked box 34(b)

• 38 Number of securities for which +quotation is sought

• 39 Class of +securities for which quotation is sought

• See chapter 19 for defined terms.

Appendix 3B Page 7

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Appendix 3B New issue announcement

40 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

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)

Number +Class 42 Number and +class of all +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.

• See chapter 19 for defined terms.

Appendix 3B Page 8

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Appendix 3B New issue announcement

• 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: ............................................................ (Director/Company secretary)

Date: 24 October 2012

Print name: Mark Bouris

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

CER/COMPUTERSHARE INVESTOR SERVICES PTY LTD  ***      T O P     2 0     H O L D E R S       ***                (RSP520:16.31:241012)
  TZ LIMITED/TZL                                      RUN NUMBER 3208       24/10/2012           A.C.N. 073 979 272    PAGE :      1
  CLASS: OP1/BONUS OPTIONS 31/10/13 @$0.14
  HOLDER NO     NAME AND ADDRESS                                           UNITS       % I/C      RANK
                UBS NOMINEES PTY LTD                                      3,696,652    16.03         1
                EQUITY TRUSTEES LIMITED                                   1,689,871     7.33         2
                <SGH MICRO CAP FUND A/C>
                EQUITY TRUSTEES LTD                                       1,484,599     6.44         3
                <SGH TIGER A/C>
                SURFLODGE PTY LTD                                         1,484,599     6.44         4
                <JE LYNCH STAFF SUPER FD A/C>
                ROD INVESTMENTS (VIC) PTY LTD                             1,187,680     5.15         5
                <GRONOW SUPER FUND A/C>
                NATIONAL NOMINEES LIMITED                                   929,773     4.03         6
                MRS JACLYN STOJANOVSKI &                                    712,608     3.09         7
                MR CHRIS RETZOS &
                MRS SUSIE RETZOS
                <RETZOS EXECUTIVE S/F A/C>
                HSBC CUSTODY NOMINEES                                       460,855     2.00         8
                (AUSTRALIA) LIMITED
                MR KENNETH TING                                             380,000     1.65         9
                SURFLODGE PTY LTD                                           374,767     1.63        10
                NUTSVILLE PTY LTD                                           356,304     1.55        11
                <INDUST ELECTRIC CO S/F A/C>
                MR DAVID FREDERICK OAKLEY                                   325,000     1.41        12
                SAM GOULOPOULOS PTY LTD                                     296,920     1.29        13
                <S GOULOPOULOS F/SUPER A/C>
                T E & J PASIAS PTY LTD                                      296,920     1.29        14
                ZELLVEST PTY LTD                                            296,920     1.29        15
                <NO 2 ACCOUNT>

                MARK LEIGH BOURIS                                           244,444     1.06        16
                BRODEA PTY LTD                                              237,536     1.03        17
                <GONINON INVESTMENT A/C>
                MR GIOVANNI SPAGNOLO                                        237,536     1.03        18
                <MARCUS DELUCA A/C>
                MR PATRICK CHEW                                             225,238     0.98        19
                MR EDWARD SAXON REEVE &                                     186,351     0.81        20
                MS DEBBIE LYNETTE WINFIELD
                <WINREEVE SUPER FUND A/C>
                ***  REPORT  TOTAL  ***                                  15,104,573    65.50
                ***    REMAINDER   ***                                    7,954,738    34.50
                                                                     -----------------------
                ***  GRAND  TOTAL  ***                                   23,059,311   100.00
                                                                     =======================

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TOTAL CURRENT HOLDERS MEETING CRITERIA FOR THIS REPORT:      552

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CER/COMPUTERSHARE INVESTOR SERVICES PTY LTD  ***           Range Of Units Summary           ***                (RSP510:16.32:241012)
  TZ LIMITED/TZL                                      RUN NUMBER 3208       24/10/2012           A.C.N. 073 979 272    PAGE :      1
                       1        1001        5001       10001      100001                                       * TOTAL *
                      to          to          to          to          to
                    1000        5000       10000      100000       (MAX)
OP1                /BONUS OPTIONS 31/10/13 @$0.14
   Holders
      Issuer          28          19           3          17           9                                              76
      Chess          185         101          47         113          30                                             476
      Total          213         120          50         130          39                                             552
   Units
      Issuer        9150       38868       25873      588502     3194332                                         3856725
      Chess        67445      266466      352290     4086967    14429418                                        19202586
      Total        76595      305334      378163     4675469    17623750                                        23059311
TOTAL HOLDERS FOR CLASSES SELECTED                                                         552
TOTAL UNITS    "    "         "                                                       23059311
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