TZ LIMITED — Share Issue/Capital Change 2011

Feb 14, 2011

TZ Limited ABN 26 073 979 272

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15 February 2011

Lodged by ASX Online

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

Dear Sir/Madam

EXPIRY OF UNLISTED OPTIONS

TZ Limited (the "Company" ) advises that a total of 1,151,375 unlisted options to acquire ordinary fully paid shares in the Company (the "Unlisted Options" ) have expired.

An Appendix 3B reflecting the revised capital structure of the Company following the expiry of the Unlisted Options is attached.

Yours faithfully, TZ LIMITED

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Kenneth Ting

Executive Director and Company Secretary

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

Chicago (Operational Headquarters) 520 West Erie Street, Suite 210 Chicago, IL 60654 United States

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 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)

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)

7 Dates of entering[+] securities into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all +securities quoted on ASX 114,322,669 Ordinary fully paid ( including the securities in clause shares 2 if applicable) Number +Class 9 Number and +class of all +securities not quoted on ASX 116,666 Options exercisable at ( including the securities in clause $6.00 and expiring on 2 if applicable) 25 August 2011

• See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Number

+Class

1,045,000 3,000,000 3,000,000 13,714 4,275 150,000 1,400,000 1,750,000 1,750,000 1,750,000

Options exercisable at $2.50 and expiring on 24 October 2011. 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 Options exercisable at $1.00 expiring on 29 March 2011. Rights under the Company’s Director and Executive Equity Plan 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.

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 required? 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	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable.
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

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	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

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

Entities that have ticked box 34(b)

38 Number of securities for which Not applicable +quotation is sought 39 Class of +securities for which Not applicable quotation is sought

40 Do the[+] securities rank equally in all Not applicable 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

• See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

41 Reason for request for quotation Not applicable 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 Not applicable 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:

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• See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003