ZOONO GROUP LIMITED — Share Issue/Capital Change 2004

Aug 24, 2004

Level 4 20 Loftus Street SYDNEY NSW 2000

email: gold@goldsearch.com.au

ash/psh/ash606

25 August 2004

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

No. of pages - 9

Dear Sir.

Re: Allotment of shares

The directors of Goldsearch advise that they have today allotted a total of 750,000 ordinary fully paid shares in the Company as part consideration for the acquisition of Mining Lease 50098 and Mining Lease Application 50513 (Yorkeys) Queensland. The remaining consideration for the acquisition was \$10,000 cash, which has been paid.

Particulars of the Yorkeys tenements are set out in the Company's June 2004 quarterly report, which was released to ASX on 28 July 2004.

A duly completed Appendix 3B in relation to the issue is attached.

For and on behalf of the directors of Goldsearch Limited

P S Hewson Secretary

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

$\overline{2}$

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).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be issued

Ordinary fully paid shares.

• Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued
• $\overline{3}$ 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)

750,000.

Ordinary shares to be quoted

⁺ See chapter 19 for defined terms.

4	Do the securities rank equally in all respects from the date of allotment with an existing + class of quoted securities?	Yes. From the date of allotment the new shares rank equally with existing ordinary fully paid shares.
	If the additional securities do not rank equally, please state: the date from which they do the extent to which they ۰ 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
5	Issue price or consideration	Issued as part consideration for the acquisition of mineral tenements. Market value of the shares at the date of issue was 3.8 cents per share or \$28,500 in total.
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Issued as part consideration for the acquisition of mineral tenements ML 50098 and MLA 50513 (Yorkeys) Queensland.
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	25 August 2004.
		Number	+ Class
8	Number and $\pm$ class of all $\pm$ securities quoted on ASX (including the securities in clause 2 if applicable)	183,209,348	Ordinary fully paid shares.
		36,491,869	Options exercisable at 8 cents each and expiring 30 September 2005.

$\ddot{Q}$ Number and ⁺class of all *securities not quoted on ASX (including the securities in clause) 2 if applicable)

Number	+ Class
Nil

$10$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue - not applicable

• $11$ Is security holder approval required?
• $12²$ Is the issue renounceable or nonrenounceable?
• Ratio in which the ⁺securities will 13 be offered
• ⁺Class of ⁺securities to which the $14$ 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: Secarity holders must be fold how their entitlements are to be dealt with. Cross reference: rule 7.7.

19 Closing date for receipt of acceptances or renunciations

Appendix 3B New issue announcement

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?
31	How do *security holders sell part of their entitlements through a broker and accept for the balance?

⁺ See chapter 19 for defined terms.

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)

$(b)$

• $\bar{\mathbf{X}}$ Securities described in Part 1 $(a)$
• 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 - not applicable

(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.

Entities that have ticked box 34(b) - not applicable

• 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 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 and *class of all *securities 42 quoted on ASX (including the securities in clause 38)

Number	*Class

(now go to $43$ )

$+$ See chapter 19 for defined terms.

Quotation agreement

• *Ouotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbf{1}$ 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 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.
• We warrant that if confirmation is required under section 1017F of the 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.

• 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.
• $\overline{4}$ 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.

(Company secretary)

Date: 25 August 2004

Sign here:

Print name:

Paul S Hewson

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$+$ See chapter 19 for defined terms.