ZOONO GROUP LIMITED — Capital/Financing Update 2003

Feb 10, 2003

Telephone: (02) 9241 5999 Fax: (02) 9241 5599

email: gold@goldsearch.com.au

gsh/psh/gsh559

11 February 2003

The Manager Company Announcements Office Australian Stock Exchange Limited Level 4 20 Bridge Street SYDNEY NSW 2000

By facsimile to 1300 300 021

number of pages - 9

Dear Sir,

Re: Proposed rights entitlement issue

The directors of Goldsearch Limited advise that they propose an underwritten rights entitlement issue of shares and options to raise additional working capital of approximately \$1.4 million net.

It is proposed to offer shareholders a non-renounceable entitlement to apply for a package of one new share and one attached option, at an issue price of 4 cents per share and option package, for every four existing fully paid shares held.

Each option to be issued will entitle the holder to subscribe for one new fully paid share in the Company at 8 cents per share at any time prior to expiry of the option on 30 September 2005.

Underwriting arrangements and the issue timetable are currently being finalised.

A preliminary Appendix 3B is enclosed setting out the terms of the issue as they are currently known. This will be updated in due course.

For and on behalf of Goldsearch Limited

$M\sim$

Paul S Hewson Company Secretary

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.

Name of entity

|Goldsearch Limited

ABN

73 006 645 754

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).

$\mathbf{I}$ ⁺Class of ⁺securities issued or to be issued

Ordinary shares with attached options.

• $\overline{2}$ Number of ⁺securities issued or to 36,491,869 shares. 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 payment; if *convertible for securities, the conversion price and dates for conversion)

36,491,869 options.

Ordinary shares.

Options exercisable at 8 cents each and expiring 30 September 2005.

⁺ See chapter 19 for defined terms.

⁺ See chapter 19 for defined terms.

			Number	+ Class
9	Number if applicable)	and + securities not quoted on ASX (including the securities in clause 2	$t$ class of all 12,000,000	Unquoted executive options exercisable at 15 cents each and expiring 15 July 2004.

$10₁$ trust, distribution policy) on the
increased capital (interests)

Dividend policy (in the case of a $\sqrt{\phantom{a}}$ No dividend policy has been established.

Part 2 - Bonus issue or pro rata issue

$\mathbf{I}$	Is socurity holder approval required?	No.
12	Is the issue renounceable or non- renounceable?	Non-renounceable.
13	Ratio in which the "securities will be offered	One for four.
14	- Class of + securities to which the offer relates	Ordinary shares.
15	*Record date determine to. entitlements	To be advised – expected to be around 26 March 2003.
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	No.
17	Policy for deciding entitlements in relation to fractions	Fractions to be ignored.
18	Names of countries in which the entity has *security holders who will not he sent new issue documents	Canada, Germany, United Kingdom, Hong Kong, Japan, Malaysia, Singapore, Seychelles.
	Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for ٥ſ receipt acceptances or renunciations	To be advised $-$ expected to be around 30 April 2003.

⁺ See chapter 19 for defined terms.

Appendix 3B
New issue announcement

20	Names of any underwriters	To be advised.
21	Amount of any underwriting fee or commission	5% or \$0.02 cents per share and option package.
22	Names of any brokers to the issue	To be advised.
23.	Fee or commission payable to the broker to the issue	To be advised.
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders	To be advised.
25.	If the issue is contingent on *security holders' approval, the date of the meeting	Not applicable.
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	To be advised - expected to be around 31 March 2003.
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	Not applicable. All issued options are unquoted and are held by directors or consultants or by their associates who are aware of the issue and the terms of their options.
28	Date rights trading will begin (if applicable)	Not applicable as issue is non-renounceable.
29	Date rights trading will end (if applicable)	Not applicable as issue is non-renounceable.
30	How do + security holders sell their entitlements in full through a broker?	Not applicable as issue is non-renounceable.
31	How do "security holders sell part of their entitlements through a broker and accept for the balance?	Not applicable as issue is non-renounceable.

⁺ See chapter 19 for defined terms.

32 How do *security holders dispose of | Not applicable as issue is non-renounceable. their entitlements (except by sale through a broker)? 33 ⁺Despatch date To be advised $-\alpha$ expected to be around $16$ May 2003.

Part 3 - Quotation of securities - (to be completed later)

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, employed incentive ahare 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

(If the additional securities do not form a new class, go to 43)

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

(now go to $43$ )

⁺ See chapter 19 for defined terms.

11.FEB.2003 12:59 GOLDSEARCH NL 92415599

$\overline{\phantom{a}}$

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
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 ۰ 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 ۰ 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 ٥f another security, clearly identify that other security)
42	Number and "class of all *securities" quoted on ASX (including the securities in clause 38)	Number	+Class

(now go to $43$ )

42

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

All entities

Fees

43	Payment method (tick one)
----	---------------------------

Cheque attached
Electronic payment made Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same (ime
Periodic payment as agreed with the home branch has been arranged Note: Arrangements can be made for employee incontive schemes that involve frequent issues of securities

Quotation agreement

• +Quotation of our additional +securities is in ASX's absolute discretion. ASX may L quote the 'securities on any conditions it decides.
• $\overline{2}$ 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 ontity 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 ٠ 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.
• We warrant that if confirmation is required under section 1017F of the ٠ Corporations Act in relation to the *securities to be quoted, it has been provided 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.

⁺ See chapter 19 for defined terms.

• $\overline{\mathbf{3}}$ 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.
• We give ASX the information and documents required by this form. If any $\overline{4}$ 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:

............................. Date: 11 February 2003 (Company secretary)

Print name: Paul S Hewson

$=$ $=$ $=$ $=$ $=$ $=$ $=$ $=$

⁺ See chapter 19 for defined terms.