ZOONO GROUP LIMITED — Capital/Financing Update 2013

Feb 12, 2013

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gsh/psh/gsh866

13 February 2013

The Manager ASX Market Announcements Australian Securities Exchange Level 4, 20 Bridge Street SYDNEY NSW 2000

Via ASX Online

Number of pages - 14

Dear Sir,

– Allotment of shares and options updated Appendix 3B

Further to the announcement on 8 February 2013 the directors of Goldsearch Limited now advise that they have today allotted a total of 160,362,025 new ordinary fully paid shares and 160,362,025 attached options pursuant to the recent 1 for 1 non-renounceable rights issue which closed on 5 February 2013.

Holding statements will be despatched today.

An updated appendix 3B in relation to the issue is attached together with updated top 20 share and option holder lists and option distribution schedule.

For and on behalf of Goldsearch Limited

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P S Hewson 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 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

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).

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)		Ordinary shares Options
		160,362,025 ordinary shares and 160,362,025 options
		Share Same terms as existing ordinary shares. Options  Exercise price is 2.5 cents.  The options expire on 30 June 2014 and may be exercised at any time from the date of issue to date of expiry.

• See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

Appendix 3B New issue announcement

4 Do the[+] securities rank equally Yes. The new shares will rank equally in all in all respects from the date of respects with existing ordinary shares from allotment with an existing[+] class the date of allotment. The options are a of quoted[+] securities? new class of securities and any shares issued on exercise of the options will rank equally If the additional securities do with ordinary shares at the time. 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 cent ($0.01) per share Options to be issued for no consideration 6 Purpose of the issue To raise additional working capital required (If issued as consideration for to fund the Company’s on‐going the acquisition of assets, clearly contribution to exploration costs on the identify those assets) Mary Kathleen joint venture with Chinalco Yunnan Copper Resources Limited. 6a Is the entity an[+] eligible entity No 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 N/A resolution under rule 7.1A was passed 6c Number of[+] securities issued N/A 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)	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	13 February 2013
	Number	+Class
	693,638,542 160,362,025	Ordinary fully paid shares (GSE) Quoted options exercisable at 2.5cents each expiring 30June 2014

• See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

Appendix 3B New issue announcement

Number +Class 9 Number and +class of all 21,250,000 Unquoted options +securities not quoted on ASX exercisable at 5 cents ( including the securities in each and expiring section 2 if applicable) 1 December 2014 10 Dividend policy (in the case of a N/A

10 Dividend policy (in the case of a 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.	No
	Non‐renounceable
	One share for every one share held at the record date plus 1 option for every new share applied for and issued
	Ordinary shares Options to acquire ordinaryshares
	9 January 2013
	Not applicable
	Fractions to be ignored
	Belgium, Canada, China, Germany, Hong Kong, Indonesia, Japan, Malaysia, PNG, Singapore, Switzerland, United Kingdom, USA and Vietnam

• See chapter 19 for defined terms.

Appendix 3B Page 4

01/08/2012

Appendix 3B New issue announcement

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 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?	5pm AEDT on 5 February 2013
	The issue is not underwritten
	N/A
	Novus Capital Limited
	Management fee of 5% up to a maximum of $55,000 plus 3% on acceptances bearing their stamp
	Handling fee of 3% to ASX brokers on acceptances bearing their stamp
	N/A
	15 January 2013
	28 December 2012
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 5

01/08/2012

Appendix 3B New issue announcement

31 How do[+] security holders sell N/A part 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 13 February 2013

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

Separately provided

• 36  If the +securities setting out the number of holders in the categories[+] securities are[+] equity securities, a distribution schedule of the additional

1 ‐ 1,000

1,001 ‐ 5,000 5,001 ‐ 10,000 10,001 ‐ 100,000 100,001 and over

Separately provided

• See chapter 19 for defined terms.

Appendix 3B Page 6

01/08/2012

Appendix 3B New issue announcement

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 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 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 N/A +securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 7

01/08/2012

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: 13 February 2013 (Company secretary)

Print name: Paul Hewson

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 8

01/08/2012

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Top 20 Holdings as at 13-02-2013

Goldsearch Limited

ABN: 73006645754

Security classes selected for this report:

Fully Paid Ordinary Shares

Group/Holder No	Holder Name	13-02-2013	%
	FORSYTH BARR CUSTODIANS LTD	82,988,634	11.964
	NATIONAL NOMINEES LIMITED	61,223,278	8.826
	WINGETT NOMINEES PTY LIMITED	50,000,000	7.208
	JAYARE NOMINEES PTY LIMITED	33,000,000	4.758
	BELMARK INVESTMENTS PTY LTD	26,000,000	3.748
	MR STEVEN HAROLD KOPPE	22,200,000	3.201
	DOPPELGANGER PTY LTD <THE RBL	16,996,465	2.450
	SUPER FUND A/C>
	LEMUEL INVESTMENTS LIMITED	11,078,827	1.597
	MR JOHN LANDERER	10,725,872	1.546
	EG ENTERPRISES PTY LTD <GREGAN	10,000,000	1.442
	FAMILY A/C>
	HIPETE PTY LTD	10,000,000	1.442
	C H ADMINISTRATION PTY LTD <D R	9,272,990	1.337
	WATSON SUPER FUND A/C>
	MR MATTHEW BURFORD	9,100,000	1.312
	KARARI AUSTRALIA PTY LTD	8,000,000	1.153
	KARMA SIKKIM PTY LTD <FAMILY	7,200,000	1.038
	DREAMS A/C>

Boardroom Pty Limited - ABN: 14003209836 - www. boardroomlimited.com.au - enquiries@boardroomlimited.com.au

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Top 20 Holdings as at 13-02-2013

Goldsearch Limited

ABN: 73006645754

Group/Holder No	Holder Name	13-02-2013	%
	CLEAR STAR HOLDINGS PTY LIMITED	5,222,346	0.753
	LAWRENCE CROWE CONSULTING PTY	5,000,000	0.721
	LTD
	MR JOHN MORGAN EDWIN PERCIVAL &	4,638,465	0.669
	MS JOSEPHINE MARIE GREGAN <KORAT
	SUPER FUND A/C>
	PATERMAT PTY LTD	4,000,000	0.577
	MR JOSEPH IGNATIUS D'SOUZA	3,500,000	0.505
	MS BARBARA KINNEY & MR GREGORY	3,500,000	0.505
	KELLERMAN <KINNKELL SUPER FUND
	A/C>
	Totals for Top 20	393,646,877	56.751
	Total IC	693,638,542

Boardroom Pty Limited - ABN: 14003209836 - www. boardroomlimited.com.au - enquiries@boardroomlimited.com.au

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Top 20 Holdings as at 13-02-2013

Goldsearch Limited

ABN: 73006645754

Security classes selected for this report:

Options $0.025 Expiring 30 June 2014

Group/Holder No	Holder Name	13-02-2013	%
	FORSYTH BARR CUSTODIANS LTD	37,725,000	23.525
	NATIONAL NOMINEES LIMITED	11,500,000	7.171
	MR STEVEN HAROLD KOPPE	11,100,000	6.922
	JAYARE NOMINEES PTY LIMITED	10,154,365	6.332
	BELMARK INVESTMENTS PTY LTD	10,000,000	6.236
	HIPETE PTY LTD	10,000,000	6.236
	MR MATTHEW BURFORD	9,000,000	5.612
	LEMUEL INVESTMENTS LIMITED	7,078,827	4.414
	DOPPELGANGER PTY LTD <THE RBL	5,000,000	3.118
	SUPER FUND A/C>
	MR JOHN LANDERER	5,000,000	3.118
	CLEAR STAR HOLDINGS PTY LIMITED	2,611,173	1.628
	LAWRENCE CROWE CONSULTING PTY	2,500,000	1.559
	LTD
	PATERMAT PTY LTD	2,000,000	1.247
	DI YELDHAM'S SQUIRE SHOP PTY LTD	1,500,000	0.935
	LAWSAM PTY LTD	1,500,000	0.935
	SNOWY PLAINS PTY LTD	1,500,000	0.935
	MR RICHARD HAMILTON GARDNER	1,400,000	0.873

Boardroom Pty Limited - ABN: 14003209836 - www. boardroomlimited.com.au - enquiries@boardroomlimited.com.au

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Top 20 Holdings as at 13-02-2013

Goldsearch Limited

ABN: 73006645754

Group/Holder No	Holder Name	13-02-2013	%
	JP MORGAN NOMINEES AUSTRALIA	1,250,000	0.779
	LIMITED
	MR JAMES HORDER	1,250,000	0.779
	WARRANGI INVESTMENTS PTY LIMITED	1,150,250	0.717
	Totals for Top 20	133,219,615	83.074
	Total IC	160,362,025

Boardroom Pty Limited - ABN: 14003209836 - www. boardroomlimited.com.au - enquiries@boardroomlimited.com.au

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Analysis of Holdings as at 13-02-2013

Goldsearch Limited

Security Classes:

Options $0.025 Expiring 30 June 2014

Holdings Ranges	Holders	Total Units	%
1-1,000	4	2,595	0.002
1,001-5,000	23	87,479	0.055
5,001-10,000	40	368,953	0.230
10,001-100,000	143	6,462,852	4.030
100,001-99,999,999,999	77	153,440,146	95.684
Totals	287	160,362,025	100.000

Registry Management Services: Boardroom Pty Limited - 14003209836 - www.boardroomlimited.com.au - enquiries@boardroomlimited.com.au