ZOONO GROUP LIMITED — Capital/Financing Update 2016

Aug 18, 2016

19 AUGUST 2016

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ASX RELEASE

GOLDSEARCH SIGNS BINDING SHARE SALE AGREEMENT WITH ZOONO & ISSUES CONVERTIBLE NOTES

Goldsearch Limited (ASX:GSE) is pleased to announce it has executed a binding Share Sale Agreement with the Vendors to acquire Zoono Group Limited ( Zoono ), subject to Shareholder approval. Key terms of the Agreement remain unchanged from the Term Sheet as released to the market on 27 June 2016.

Consideration for the purchase is the issue and allotment of 94,500,000 fully paid ordinary Goldsearch Limited shares on a post-Consolidation basis. Goldsearch proposes to undertake a consolidation of capital on a ratio of 2:1, prior to the issue of the consideration. The Company will also conduct a capital raising of up to AUD$10,000,000 through the issue of up to 50,000,000 Shares at an issue price of AUD$0.20 per Share, on a post-Consolidation basis via a Prospectus Offer in accordance with Section 710 of the Corporations Act.

ABOUT ZOONO

Zoono is a Pharmaceutical Company specialising in the development, manufacture and sales of a unique long lasting antimicrobial technology effective against all pathogens including bacteria, viruses, mould, algae and fungi. In its 9th generation, the Zoono product has been re-engineered into a water based solution that provides the anti-bacterial, anti-viral, anti-fungal and anti-algal protection of a broad spectrum antimicrobial sanitiser that remains active for up to one month after each application whilst being totally safe for use around people, pets and plants alike.

Zoono can be applied as a mist, as a spray, even brushed onto a surface or used as a dip. It does not require mixing and is safe to handle and safe to store. When the Zoono application dries, the micro thin coating forms a very strong bond with the treated surface. It can be likened to having millions of sword shaped “road spikes” on the surface – each of which will attract, pierce and either kill or inactivate the pathogen. Just like a pin popping a balloon.

Because it does not diminish in strength in relation to the number of pathogens killed, the Zoono molecule (the Zoono “Sword”) is capable of attacking new bacteria cells again and again – with only a single application. And because it does not kill the pathogen by poisoning with toxic chemicals, they cannot adapt to it so there is no possibility of immunity developing (i.e. no possibility of developing into a superbug).

Due to the combined factors of Zoono not diminishing in strength, not leaching off a surface, not being affected by regular washing and therefore being able to retain a “mechanical” method of kill, Zoono usually remains active for up to a month – with just a single application. Zoono is colourless, odourless, non-leaching, environmentally safe, non-corrosive and whilst completely safe for humans and animals, is deadly for a wide range of bacteria, mould, fungi, yeasts and viruses.

All Zoono products have been extensively tested by reputable laboratories, universities and testing facilities in the USA, UK, Australia, Turkey, Germany, Japan, China and New Zealand. Test results are posted on the www.zoono.com website.

Zoono has been proven to have a long lasting antimicrobial effect on a variety of pathogens whilst having a similar LD50 toxicity level as Vitamin C. All of Zoono’s formulations are US Food and Drug Administration (FDA) compliant and Environmental Protection Authority (EPA) registered. Zoono also has Australian Quarantine and Inspection Services (AQIS) and New Zealand Ministry of Primary Industry approvals as a food contact surface disinfectant which gives Zoono all food safety approval in these markets.

Zoono's products are available for commercial, industrial and consumer applications. The Company sells several branded derivatives based on its core Zoono technology:

• Zoono® Surface Sanitiser – a “regular strength” and ready to use product;

• ZoonoTex Concentrate – usually used in textile applications;

• GermFree24® hand protectant / sanitiser that lasts for 24 hours with just one application;

• Zoono Femme- Female Hygiene Product;

• Zoono Foot Guard – for Athletes Foot;

• Zoono Skin Clear – Acne treatment;

• Zoono Odourguard – Body Odour Protection;

• Zoono Room Deodoriser – Designed to kill odour-causing bacteria and keep away bad smells;

• Zoono Mould Guard – Mould Remediation products;

• Zoono Mini Foggers – a continuous 6-minute Antimicrobial Bomb; and

• Zoono Wet Wipes- Alcohol and fragrance free wipes offering 24-hour protection.

All Zoono products are contract manufactured in New Zealand and the United States and shipped to distributors and customers in 40+ countries around the globe - with more in negotiation. The versatility of the Zoono technology provides unlimited opportunities for the Zoono range to be expanded.

ISSUE CONVERTIBLE NOTES

Goldsearch will issue up to 350,000 Convertible Notes to sophisticated and professional investors at $1.00 per Note to raise up to $350,000. The Conversion Right of the Convertible Notes is subject to Shareholder approval.

Terms of the Notes are as follows:

• The Notes are issued for a period of 24 months from the subscription date;

• The Notes have a principle amount (face value) of $1.00 per Note;

• The Notes bear interest at 8% per annum accrued every 3 months in arrears and capitalised;

• Subject to Shareholder approval, the Notes will mandatorily convert into Shares at $0.075 per Share on a pre-consolidated basis prior to re-listing on ASX;

• The Shares to be issued on conversion of the Notes may be subject to the restrictions contained in Listing Rule 9 and Appendix 9B of the Listing Rules, to the extent they are deemed to apply.

Funds raised from the issue of Convertible Notes will be used for working capital and costs associated with re-compliance and re-listing on ASX including legal fees, audit fees, independent

expert’s fees, accounting fees, directors’ fees, ASX fees, advisor fees, fees associated with preparing, printing and mailing the Annual Report and Notice of Meeting and subsequently, the prospectus.

For further information please contact:

Elissa Hansen Director 0411 764 556